Podcasts about delaware court

MyCarrier began a fight with project44 that they could never win. In a closely watched dispute over API services in the logistics industry, the Delaware Court of Chancery has found that MyCarrier likely did breach its contract with project44 both by "building behind" project44 as well as transitioning to an alternative provider, SMC3. Despite the likely breach, the Court determined that project44 failed to show irreparable harm, a key requirement for injunctive relief & denied project44's motion for a preliminary injunction against MyCarrier.

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

Well, Joe pardoned Hunter, but I'm guessing you were not surprised. A 41-year-old Chinese national who is in the U.S. illegally was arrested this week after he allegedly shipped weapons from California to North Korea. Chancellor Kathaleen McCormick of the Delaware Court of Chancery blocked Elon Musk from receiving a massive multibillion-dollar compensation package from Tesla that the company's shareholders overwhelmingly approved for him. She did award $345 million to the attorneys fighting against Elon. A BLM activist tried using last week's show to spread his message, but I had a reply. FEMA is leaving Western North Carolina just in time to leave the still-homeless from the flooding and mudslides out in the cold, just in time for Christmas. (I guess that's how we can afford to send Ukraine another $725 million in "Military Aid.") Become a supporter of Tapp into the Truth: https://www.spreaker.com/podcast/tapp-into-the-truth--556114/support Tapp into the Truth on Rumble. Follow, watch the older shows, and join the live streams.The Fight Against Cancer vs. Money For NothingBiden Ties to Endeavors Raises Questions About $87 Million No-Bid Contract  If recent events have proven anything, you need to be as prepared as possible for when things go sideways. You certainly can't count on the government for help. True liberty requires self-reliance. My Patriot SupplyDiversify and protect your hard-earned wealth. Use America's Premiere Conservative Gold Company, Harvard Gold Group. Use promo code TAPP.Support American jobs! Support the show! Get great products at great prices! Go to My Pillow and use promo code TAPP to save! Visit patriotmobile.com or Call (817) 380-9081 to take advantage of a FREE Month of service when you switch using promo code TAPP!Follow Tapp into the Truth on Locals  Follow Tapp into the Truth on SubstackIf you are a content creator in need of a professional drone or you just enjoy flying a drone on the weekend, EXO Drones has you covered!  EXO Drones Plus, get 15% off your order by using this link.Hero SoapPatriot DepotBlue CoolersKoa CoffeeBrainMDDiamond CBDSauce Bae2nd SkullEinstokBeanstoxBelle IsleMomento AIHoneyFund"Homegrown" Boone's BourbonIsland BrandsBlackout Coffee Co.Full Circle Brewing Co.Pasmosa Sangria 

Well, Joe pardoned Hunter, but I'm guessing you were not surprised. A 41-year-old Chinese national who is in the U.S. illegally was arrested this week after he allegedly shipped weapons from California to North Korea. Chancellor Kathaleen McCormick of the Delaware Court of Chancery blocked Elon Musk from receiving a massive multibillion-dollar compensation package from Tesla that the company's shareholders overwhelmingly approved for him. She did award $345 million to the attorneys fighting against Elon. A BLM activist tried using last week's show to spread his message, but I had a reply. FEMA is leaving Western North Carolina just in time to leave the still-homeless from the flooding and mudslides out in the cold, just in time for Christmas. (I guess that's how we can afford to send Ukraine another $725 million in "Military Aid.") With BTR shutting down, follow Tapp into the Truth to Spreaker!  Tapp into the Truth on Rumble The Fight Against Cancer vs. Money For Nothing Biden Ties to Endeavors Raises Questions About $87 Million No-Bid Contract True liberty requires self-reliance. My Patriot Supply  Visit patriotmobile.com     

Many of you have likely noticed, as we have, some of the news coming out of Delaware about certain rulings, the debate around those rulings, and the subsequent debate around actions taken by the legislature to clarify Delaware law. As we've read about these developments, we were intrigued and turned to the team at Wachtell, Lipton, Rosen & Katz (WLRK) for their thoughts on these matters. We were extremely pleased to have Ryan McLeod, Partner, and Dan Neff, Partner and Member of the Executive Committee, join us for a far-ranging and intriguing discussion on these issues. Ryan joined WLRK in 2013 and specializes in representing corporations and directors in litigation involving mergers and acquisitions, proxy contests, corporate governance disputes, and class and derivative actions involving allegations of breach and fiduciary duty. He also serves as a Lecturer in Law at Columbia and has extensive experience litigating corporate matters in the Delaware Court of Chancery and the Delaware Supreme Court. Dan has over four decades of experience advising major companies in high-profile transactions and served as WLRK's Co-Chairman for 20 years through October 2023. He specializes in mergers and acquisitions, corporate governance, and securities law and has represented clients in a broad range of industries including energy, technology and telecom, chemicals, pharmaceuticals, manufacturing/industrials, retail/consumer products, gaming, and more. In our conversation, Ryan first provides perspective on Delaware's importance to corporate law and the large percentage of companies that are incorporated there. Ryan walks us through three specific legal rulings that prompted amendments in Delaware including the Twitter stockholder litigation, the Activision merger case, and a case involving contractual governance and shareholder veto rights. We discuss the significant and unique amount of public debate surrounding these amendments, the practical impact of Delaware rulings on corporate governance, particularly in activist settlements and private equity deals, and the implications for boards and corporate lawyers. We also touch on whether these developments might lead boards to become more cautious in decision-making, the historical context of Delaware appraisal cases, and changing complexities around CEO compensation. We explore the Caremark Doctrine's increasing relevance in corporate governance, the complexity of preparing board minutes to show transparency and thoroughness without over-disclosing, and emerging corporate governance risks. Ryan and Dan also share their insights on what sets Delaware law apart from other states, how companies manage external pressures from activism, the future of corporate governance, and much more. Thank you, Ryan and Dan, for sharing your insights and expertise with us all! We learned a tremendous amount. Mike Bradley kicked us off with a few updates. He noted that the FED's 50-basis point rate cut was initially received well, but since then, most markets have traded sideways. On the bond market front, the 10-year U.S. bond yield actually increased as the rate cut was mostly expected. He noted consensus around additional rate cuts in 2024 and 2025. He also noted that the 2yr/10yr bond yield spread widened to ~20-basis points after being inverted for the past two-plus years. On crude oil, WTI price has traded sideways this week (~$71/bbl) and Mike discussed several positive developments which could temporarily be supporting crude oil prices including a Chinese stimulus program, continued historic “net short” length in Brent futures and growing Mideast conflict. OPEC published its annual World Oil Outlook this week (linked here) and again raised its global oil demand estimates (~113mmbpd for 2030 & ~120mmbpd for 2050) which is well above the view of many others. He then flagged that this week is Climate Week in N

We interview Leo Strine on the purpose of the corporation, differentiating between shareholder primacy and stakeholder theory. We discuss ESG and the power of stockholders and workers. Leo Strine applies his perspective on corporate purpose to corporate acquisitions and lays out his hopes for the future of corporations. Some critical articles to learn more about the shareholder primacy vs stakeholder theory debate:Origins of the argument: - Merrick Dodd, For Whom Are Corporate Managers Trustees?, 45 HARV. L. REV. 1145 (1932) - Adolph A. Berle, Jr., For Whom Corporate Managers Are Trustees: A Note, 45 HARV.. L. REV. 1365, 1372 (1932)Shareholder primacy ownership argument: - Milton Friedman, A Friedman doctrine– The Social Responsibility of Business Is to Increase Its Profits, N.Y. Times, Sept. 13 1970.Critique on shareholder primacy: - Lynn A. Stout, Bad and Not-so-Bad Arguments for Shareholder Primacy, 75 S. CAL. L. REV. 1189 (2002).Example of Application: - Lucian Bebchuk and Roberto Tallarita, The Illusory Promise of Stakeholder Governance. 106 Corn. L. Rev. 91 (2020).Example of Court Case Application: - Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173, 177 (Del. 1986)A bit about Leo Strine:Leo E. Strine, Jr., is Of Counsel in the Corporate Department at Wachtell, Lipton, Rosen & Katz.  Prior to joining the firm, he was the Chief Justice of the Delaware Supreme Court from early 2014 through late 2019.  Before becoming the Chief Justice, he served on the Delaware Court of Chancery as Chancellor since June 22, 2011, and as a Vice Chancellor since November 9, 1998.In his judicial positions, Mr. Strine wrote hundreds of opinions in the areas of corporate law, contract law, trusts and estates, criminal law, administrative law, and constitutional law.  Notably, he authored the lead decision in the Delaware Supreme Court case holding that Delaware's death penalty statute was unconstitutional because it did not require the key findings necessary to impose a death sentence to be made by a unanimous jury.For a generation, Mr. Strine taught various corporate law courses at the Harvard and University of Pennsylvania law schools, and now serves as the Michael L. Wachter Distinguished Fellow in Law and Policy at the University of Pennsylvania Carey Law School and a Senior Fellow of the Harvard Program on Corporate Governance. From 2006 to 2019, Mr. Strine served as the special judicial consultant to the ABA's Committee on Corporate Laws. He also was the special judicial consultant to the ABA's Committee on Mergers & Acquisitions from 2014 to 2019. He is a member of the American Law Institute.Mr. Strine speaks and writes frequently on the subjects of corporate and public law, and particularly the impact of business on society, and his articles have been published in The University of Chicago Law Review, Columbia Law Review, Cornell Law Review, Duke Law Journal, Harvard Law Review, University of Pennsylvania Law Review, and Stanford Law Review, among others.  On several occasions, his articles were selected as among the Best Corporate and Securities Articles of the year, based on the choices of law professors.Before becoming a judge in 1998,  Mr. Strine served as Counsel and Policy Director to Governor Thomas R. Carper, and had also worked as a corporate litigator at Skadden, Arps, Slate, Meagher & Flom from 1990 to 1992.  He was law clerk to Judge Walter K. Stapleton of the U.S. Court of Appeals for the Third Circuit and Chief Judge John F. Gerry of the U.S. District Court for the District of New Jersey.  Mr. Strine graduated magna cum laude from the University of Pennsylvania Law Sc

Travis Laster, a vice chancellor of the Delaware Court of Chancery, joins the Business Scholarship Podcast to discuss his career, how judges use the work of academic experts, and how academics can contribute to the judicial process. This episode is hosted by Andrew Jennings, associate professor of law at Emory University, and was edited by Brynn Radak, a law student at Emory University.

This Day in Legal History: “Starve or Sell”On August 15, 1876, the U.S. Congress passed a "starve or sell" bill, a genocidal piece of legislation aimed at coercing the Sioux Nation into surrendering their sacred Black Hills. The bill was passed just two months after the Battle of Little Bighorn, where Sioux and Cheyenne warriors achieved a significant victory against General George Custer's forces. The Black Hills had become a target for American expansion after Custer's 1874 expedition discovered gold there, sparking a rush of settlers. Rather than respecting existing treaties, which guaranteed the Black Hills to the Sioux, Congress chose to use starvation as a tool of negotiation. The bill stipulated that no further appropriations for the Sioux's subsistence would be made unless they relinquished the Black Hills, leaving the Sioux with little choice but to sign away their land. This event is a dark chapter in American history, reflecting the broader pattern of exploitation and broken promises that characterized the United States' treatment of Native American tribes. The "starve or sell" bill stands as a stark reminder of the lengths to which the government would go to seize indigenous lands.The FTC has issued its Final Rule on fake reviews, following a Notice of Proposed Rulemaking in July 2023. The Rule targets unfair or deceptive practices in consumer reviews, such as fake reviews, undisclosed company insiders writing reviews, and the sale of fake social media influence. Key provisions include prohibiting businesses from buying reviews that express a particular sentiment and requiring clear and conspicuous disclosures in reviews. The Rule also addresses review suppression, ensuring that businesses cannot hide negative reviews through intimidation or selective publication. Notably, the Final Rule excludes a proposed prohibition on "review hijacking," where existing reviews are repurposed for different products. Violations of the Rule could result in significant civil penalties, underscoring the importance of compliance for businesses that rely on customer reviews. The Rule will go into effect 60 days after its publication in the Federal Register. The complex and fact-specific nature of the Rule means businesses must carefully assess their practices to avoid potential penalties.End of “Fake Reviews”? — FTC Issues the Final RuleThe Biden administration announced that the U.S. government's first drug price negotiations under the Inflation Reduction Act will save Americans $7.5 billion in 2026. These savings will benefit senior citizens, who will see $1.5 billion less in out-of-pocket costs for ten key medications, and the government, which will reduce its Medicare spending by $6 billion. The policy, long sought by Democrats, allows Medicare to use its purchasing power to negotiate lower drug prices, a move that could cut the federal deficit by $237 billion over a decade. The newly negotiated prices are expected to be made public by September 1, and the policy will initially affect ten drugs, including treatments for diabetes and heart conditions. While the pharmaceutical industry has opposed the policy, claiming it effectively lets the government set prices, the administration views it as a historic step toward lowering healthcare costs.US Drug Price Negotiations Cut Costs $7.5 Billion in First YearThe Delaware Supreme Court upheld a $267 million fee award for attorneys who secured a $1 billion settlement with Dell Technologies Inc., reinforcing Delaware's precedent of substantial payouts in high-risk corporate litigation. Chief Justice Collins J. Seitz Jr., writing for the court, affirmed that the Chancery Court acted within its discretion, emphasizing that the case was complex and contentious, involving nearly 100 defense lawyers. This decision, which aligns with Delaware's long-standing multi-factor approach to fee awards, rejects Pentwater Capital Management LP's challenge for a lower fee based on federal court standards. The ruling underscores Delaware's reluctance to adopt rigid rules for fee awards, maintaining the court's discretion to consider case-specific factors like complexity, attorney experience, and the risk of non-payment. The decision comes as Tesla faces similar large fee requests in ongoing litigation, raising concerns about public perception of such massive legal fees. The court acknowledged that while these fees are intended to motivate attorneys to take on challenging cases, there is a risk they could be seen as excessive.​​Big Lawyer Paydays in Risky Cases Affirmed by Delaware Court (2)A U.S. judge signaled plans to issue an order requiring Google to give Android users more options for downloading apps, following a jury's finding that Google monopolized app distribution on its platform. Judge James Donato expressed frustration with Google's resistance to implementing reforms proposed by Epic Games, which sued Google for stifling competition. Donato indicated that his ruling will prioritize user and developer flexibility outside the Google Play store, aiming to open up the market after years of Google's dominance. He also mentioned setting up a compliance committee to oversee the changes. Despite Google's concerns about the impact on competition and security, Donato emphasized that Google must pay the price for its monopolistic behavior. This case adds to Google's legal challenges, as it also faces a separate government lawsuit over its search engine practices.US judge says 'monopolist' Google can't avoid app store reforms | ReutersChevron Corp has agreed to pay $550 million to the city of Richmond, California, over a decade as part of a settlement that led the city to drop a proposed tax on Chevron's local refinery. The settlement, approved by the Richmond City Council, will be paid in annual installments from July 2025 to June 2035. Richmond had planned to seek voter approval for a tax on the refinery, arguing that Chevron should contribute more to the community where it has operated for over a century. The settlement avoids the need for a ballot measure and resolves the dispute.Chevron to pay $550 million settlement to Richmond, California | ReutersCipher ChallengeIn the world of finance and taxation, certain phrases hold the key to understanding foundational concepts that impact us all. The following encoded message is one such phrase, essential to grasping the full scope of what individuals and entities must consider when assessing their financial obligations. Decipher this phrase, and you'll uncover a principle that is central to determining what falls within the broad spectrum of economic gain. The answer lies at the heart of how we define the starting point for many financial calculations. Can you crack the code? Send me a message with your best guess. doo lqfrph iurp zkdwhyhu vrxufh ghulyhg 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

Just months after many of the mandates in the European Union's Digital Markets Act (DMA) have gone into effect, interoperability and data portability are fresh on the policy world's mind. But what does the history of interoperability suggest about its ability to help the Internet regain its former openness?Alan Rozenshtein, Associate Professor of Law at the University of Minnesota and Senior Editor at Lawfare, spoke with Alexander Rigby, a law clerk on Delaware Court of Chancery, and Chinmayi Sharma, Associate Professor at Fordham Law School. They've just published a new white paper in Lawfare's ongoing Digital Social Contract paper series arguing that open banking is a useful case study in the promise and pitfalls of interoperability.To receive ad-free podcasts, become a Lawfare Material Supporter at www.patreon.com/lawfare. You can also support Lawfare by making a one-time donation at https://givebutter.com/c/trumptrials.Support this show http://supporter.acast.com/lawfare. Hosted on Acast. See acast.com/privacy for more information.

In a heated legal battle, Tesla shareholder Richard Tornetta's legal team has made a bold demand for $1.44 billion in fees after successfully challenging Elon Musk's controversial 2018 CEO Performance Award. Initially seeking over $5 billion, the legal team now proposes an adjusted hourly rate of $73,948. Tesla fiercely contests this claim, arguing for a far lower payout. As the Delaware Court of Chancery prepares to rule, this case spotlights the high stakes and intense conflicts over executive compensation and corporate governance.

In today's LIVE edition of The Trish Regan Show, we're covering the left's new takedown of the Supreme Court. Rachel Maddow making new comments to The View about the court - and even Whoopi and co seem a bit surprised.    Meanwhile, stunning new emails reveal the scope of what the FBI really knew about Hunter Biden. I'm on it.    Biden's press person has a new excuse for the reason Biden seems so frail — just blame AI! Are you kidding me? I'm setting the record straight.    And, Dallas is taking on NYC with plans to becomes the FINANCIAL CAPITAL OF THE WORLD! And, mark my words: Dallas may just do it. Elon Musk is already in — after a dispute with the Delaware Court, he decided to move his company headquarters to Texas.    Don't forget to subscribe to my 76report at https://76research.com. You can also follow that channel to get daily market news.   SUBSCRIBE to my YouTube https://youtube.com/TrishReganChannel for the live show and daily videos.    Help support the show and shop my merch — especially ahead of the Fourth of July holiday!     https://TrishRegan.shop   Today's advertisers include sponsorship from the following:    Https://TrishLovesGold.com TEXT TRISH to 65532 to receive up to $15,000 in free silver with American Hartford Gold or go to https://TrishLovesGold.com. You can also use my name when calling 1-844-495-1115.   Https://BalanceofNature.com USE CODE: TRISH for 35% off! And free shipping.   https://AmericansforProsperity.comSupport the show: https://trishregan.shop/See omnystudio.com/listener for privacy information.

(0:00) Intro(1:02) About the podcast sponsor: The American College of Governance Counsel.(1:49) Start of interview. (2:37) Katherine Henderson's "origin story."(5:05) Amy Simmerman's "origin story."(8:02) The origin and focus of their Delaware Corporate Law and Litigation Year in Review.(9:14) Caseload of Delaware Court of Chancery judges.(12:51) Cases involving director oversight duties ("Caremark duties"). Reference to the Blue Bell case (2019). "Mission critical risk areas." Reference to Section 220 Books and Records Demands.(19:56) Duty of Oversight Applies to Officers (McDonald's case). Dismissal of case against directors (McDonald's II).(23:13) Controlling Stockholders and conflicts of interest. (DE reconsiders scope of the MFW Doctrine in Match.com case)(24:57) Distinctions between public and private company litigation. Reference to the NEA vs Rich case.(30:36) On Delaware vs other states. Reference to the TripAdvisor case (Delaware company seeking to reincorporate in NV).(36:55)  Innovations in AI Governance. The example of Anthropic AI (use of PBCs and LTBT).(43:24) On shareholder activism and validity of stockholder agreement-based restrictions over corporate governance matters (Moelis case).(45:13) Securities claims on misleading risk disclosures.(46:55) What are the 1-3 books that have greatly influenced your life: Amy:Obedience to Authority by Stanley Milgram (1974)Steppenwolf by Herman Hesse (1927)Katherine:The Feminine Mystique by Betty Friedan (1963)(48:02) Who were their mentors, and what they learned from them.(49:00) Quotes they think of often or live their life by.(49:52) An unusual habit or an absurd thing that they love.(50:35)  The living person they most admire.__Katherine Henderson and Amy Simmerman are partners at the law firm Wilson Sonsini Goorich & Rosati.  You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

The American Democracy Minute Radio Report & Podcast for May 9, 2023Delaware Court Strikes Down Permanent Absentee Voter List and Early Voting Laws as Unconstitutional, Affecting Tens of Thousands for 2024A Delaware Superior Court judge struck down two early voting laws Feb. 23rd affecting tens of thousands of voters who were approved for a permanent absentee ballot list, and those who choose to vote early in-person. Our podcasting host recently made changes which stops us from including our entire script as part of the podcast content.  To view the whole script, please go to our website and find today's report.Today's LinksArticles & Resources:Delaware Public Media - (2022) Early voting wraps up in Delaware with one county outpacing the restDelaware Superior Court Decision -  OPINION AND ORDER Democracy Docket - Delaware Court Strikes Down Permanent Absentee and Early Voting LawsWHYY - Delaware attorney general vows to fight court ruling that halts early voting and permanent absentee votingDelaware Election Commission - Absentee Ballot Application (Pre-Decision)Groups Taking Action:Common Cause Delaware, Delaware Voting Rights CoalitionPlease follow us on Facebook and Twitter and SHARE!  Find all of our reports at AmericanDemocracyMinute.orgWant ADM sent to your email?  Sign up here!Are you a radio station?  Find our broadcast files at Pacifica Radio Network's Audioport and PRX#Democracy  #DemocracyNews #EarlyVoting #AbsenteeVoting #VotingRights  #LetUsVote

(0:00) Intro.(2:27) About the podcast sponsor: The American College of Governance Counsel.(3:13) Start of interview. [Interviewer: UC Law SF Professor Abe Cable. Reference to his article "Does Trados Matter?" (2019)].(4:17) Summary of the Trados case by Vice-Chancellor Laster. (9:44) Concept of "residual value maximization." Distinguishing between standard of conduct and standard of review.(16:17) Explaining standards of review: 1) Business judgment rule, 2) Enhanced scrutiny and 3) Entire fairness standard. The impact of conflicted transactions.(23:55) Distinguishing governance standards from public companies and Silicon Valley-style private startups. (28:10) Social factors or dynamics that make Silicon Valley VC-backed startups a relatively lower risk environment for litigation.(31:07) Why directors should always try to maximize the value of the corporation for the residual. Emotional commitment and engagement in many cases.(33:31) "What made Trados a difficult case and a litigable case was that this really was a sideways situation where the value was in the vicinity of an area where the common could take."(36:36) How to think about maximizing the residual value. *reference to Credit Lyonnais opinion by Chancellor Allen (1991).(39:04)  Other trends or cases that present some litigation risk for startup corporate directors. "I don't know if there's anything super new. What we tend to see is sort of old problems recurring because these are really problems of human nature. And so things are cyclical."Redemption Rights. Example of cases: Thoughtworks (2010), ODN Holdings (2017)280G [and 409A] Valuations. "I would really like to see people treating [those valuations] as a more substantive exercise than merely as an exercise in marketing to your employees (for employees' morale)."(45:54) The importance of outside or independent directors. "I really think that somebody has to be in the room asking the proverbial dumb question, which usually isn't a dumb question. Usually it's the question that needs to be asked."The Honorable J. Travis Laster was sworn in as Vice Chancellor of the Court of Chancery on October 9, 2009. Professor Abe Cable joined the UC Law SF faculty in 2011. He is the Faculty Director of the UC Center for Business Law San Francisco. You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

This Day in Legal History: Watergate Figures SentencedToday in legal history, February 21 marks a significant moment in the annals of American jurisprudence and the power of the presidency. On this day in 1975, three key figures from President Richard Nixon's administration were handed prison sentences for their roles in the Watergate scandal, an event that would forever alter the landscape of political accountability and legal oversight in the United States. Former US Attorney General John Mitchell, Nixon's Chief of Staff H.R. Haldeman, and domestic adviser John Ehrlichman were convicted of obstructing justice, each receiving sentences ranging from 2 1/2 to 8 years. This landmark decision underscored the principle that no one, regardless of their position in government, is above the law. The sentencing followed a scandal that began with the break-in at the Democratic National Committee headquarters at the Watergate office complex and spiraled into a cover-up that led to President Nixon's resignation—the only resignation of a U.S. President to date. The trial and subsequent convictions of Mitchell, Haldeman, and Ehrlichman were pivotal in bringing to light the extent of the Nixon administration's attempts to undermine the democratic process. The fallout from the Watergate affair led to sweeping reforms designed to increase transparency and reduce the potential for abuse of power within the federal government. This included the enactment of the Ethics in Government Act, the establishment of the Office of Government Ethics, and significant amendments to the Freedom of Information Act. The events of February 21, 1975, serve as a stark reminder of the fragility of democratic institutions and the perpetual need for vigilance, oversight, and accountability in preserving the integrity of governance.The Biden administration is actively soliciting feedback on the potential risks and benefits associated with "open-weight" artificial intelligence (AI) models, which are crucial for AI systems and have significant implications for national security. These open-weight models, by making AI more customizable and accessible, can foster innovation among a wider range of users, including small businesses and researchers, but also pose risks by potentially circumventing built-in safeguards. This initiative, part of a broader effort outlined in the administration's 2023 executive order on AI, aims to gather insights on the implications of public access to model weights, national security concerns, and the appropriate level of government involvement in regulating these technologies. Alan Davidson of the Commerce Department emphasized the dual nature of open-weight AI models: while they promise to democratize innovation and foster competition, they also introduce substantial safety and security challenges. The administration is also seeking to coordinate with international partners to develop guidelines for managing the dissemination and regulation of these models globally. Feedback is invited over a 30-day comment period.By way of very brief background, an open-weight AI model refers to an artificial intelligence system whose internal parameters, or "weights," are openly accessible and modifiable by users or developers. Unlike proprietary models, where the weights are closely guarded secrets, open-weight models are transparent, allowing for greater scrutiny, understanding, and customization. This openness fosters collaboration and innovation, as researchers and practitioners can build upon existing work, adapt the models to new tasks, or improve their performance and fairness. By sharing the detailed workings of these models, the AI community aims to accelerate progress, ensure broader access to cutting-edge technology, and facilitate the ethical use of AI by making it more interpretable and accountable.Of course with openness comes the potential for any safeguards or guardrails to be circumvented, thus the comment period seeking guidance on the extent to which regulatory action is necessary. White House Seeks Comments on the Risks of Open-Weight AI ModelsElon Musk has received guidance for relocating Tesla Inc.'s incorporation from Delaware to Texas, following a Delaware Court of Chancery decision that TripAdvisor Inc. can move its incorporation to Nevada. This guidance comes from Vice Chancellor J. Travis Laster, who outlined the procedures required for such a move, drawing significant attention to the potential for corporate relocations to states with laws more favorable to officers and directors. The TripAdvisor case, challenged by investors for allegedly favoring directors at shareholders' expense, has highlighted the broader implications of corporate moves on shareholder rights and litigation risks.Delaware's status as a prime venue for corporate litigation, home to nearly 70% of Fortune 500 companies, is under scrutiny as corporations like Tesla consider relocation to states offering greater litigation protections. The recent court ruling against Musk's $56 billion Tesla pay package has fueled his criticism of Delaware courts and his consideration of Texas for Tesla's incorporation, aligning with his moves for SpaceX and Neuralink.Vice Chancellor Laster allowed the investor litigation against TripAdvisor's planned move to proceed, noting that Nevada's shareholder litigation protections are perceived to be weaker than Delaware's. This decision has sparked debate among legal experts about the comparative shareholder protections across states and the potential self-interest involved in such corporate relocations.The ruling sets a precedent that companies looking to relocate must ensure the process involves a disinterested special committee and shareholder vote, addressing concerns over conflicts of interest and self-dealing. However, Musk's ambition to relocate Tesla faces challenges, including his influence over board decisions and potential pressures on board members, illustrating the complexities of corporate governance and the balance between innovation and shareholder rights.This situation underscores the evolving landscape of corporate law, the strategic considerations of incorporation locations, and the ongoing debate over the best interests of shareholders versus the autonomy of corporate directors and officers.Musk Gets Guidelines for Moving Tesla With TripAdvisor OpinionThe Texas Attorney General, Ken Paxton, has initiated a lawsuit against Annunciation House, a Catholic nonprofit organization aiding migrants, on allegations of "alien harboring, human smuggling, and operating a stash house." This legal action aims to revoke the organization's operating license in Texas, accusing it of contributing to border chaos and illegal immigration with the support of federal funds from the Biden Administration. Paxton's lawsuit, filed in El Paso County District Court, asserts that Annunciation House knowingly sheltered around 300 migrants at a time to evade U.S. Customs and Border Protection, involving transportation and placement in secretive locations.Annunciation House has countered, arguing that Paxton's lawsuit stemmed from a denied immediate access to its records, deeming the legal challenge as a baseless attempt to shut down the nonprofit under pretexts that it decries as illegal, immoral, and anti-faith. In response, Dylan Corbett, executive director of the Hope Border Institute, expressed solidarity with Annunciation House, condemning the Texas Attorney General's actions as efforts to intimidate and criminalize humanitarian aid, conflicting with Christian teachings on neighborly love.The lawsuit highlights ongoing tensions between state and federal approaches to immigration, with Texas taking aggressive steps, such as constructing a military base camp near the Eagle Pass on the U.S.-Mexico border, to curb illegal crossings. This case reflects broader debates over immigration policy, humanitarian aid, and the roles of NGOs at the border, underscored by contrasting perspectives on how to address the complexities of migration and border security.Texas sues immigration nonprofit, claiming it engaged in smuggling | Reuters Get full access to Minimum Competence - Daily Legal News Podcast at www.minimumcomp.com/subscribe

This Day in Legal History: Congress Permits Voting Machines in Federal ElectionsOn this day in legal history, February 14, 1899, Congress marked a significant technological leap in the electoral process by approving the use of voting machines for federal elections. This decision opened a new chapter in how votes were cast and counted, moving away from the traditional paper ballots towards a more efficient and potentially more reliable mechanical method. The introduction of voting machines was seen as a revolutionary step forward, aimed at reducing fraud and errors that marred earlier elections. Like swapping a horse-drawn carriage for an automobile, this shift promised to propel the American electoral system into a new era of speed and precision, ensuring that the will of the people was registered and reported with unprecedented accuracy. This legislation not only reflected the innovative spirit of the age but also underscored a commitment to refining and advancing democratic processes.In a Bloomberg Law exclusive, Fenwick & West is laying off nearly 10% of its attorneys and staff amid challenges in the tech-focused legal market. The decision, communicated by firm chair Richard Dickson, comes after an evaluation of both current and anticipated future demands, affecting just under 10% of the firm's professionals. Fenwick & West, a key player in Silicon Valley legal circles with clients like Apple, Oracle, and Meta Platforms, is responding to a downturn in transactional markets that has similarly impacted other tech-centric law firms such as Cooley and Goodwin Procter. The firm had ramped up hiring from 2020 to early 2022 to meet a surge in demand, but the subsequent slowdown in transactional activity has led to misalignment between the firm's talent levels and client needs. Despite the layoffs, legal recruiter Summer Eberhard remains cautiously optimistic about the future of corporate transactional practices. Affected employees will receive a minimum of 13 weeks of base pay and health benefits, with the longest-tenured staff eligible for up to 40 weeks of compensation. Fenwick & West Laying Off Nearly 10% of Attorneys, Staff (2)A recent judicial decision has created significant ripples within the litigation financing sector, particularly impacting Burford Capital Ltd and its involvement in price-fixing lawsuits alongside plaintiff Sysco Corp. Magistrate Judge John F. Docherty ruled against the substitution of a Burford Capital affiliate as the plaintiff in pork and beef price-fixing cases, a move that challenged the firm's $140 million funding arrangement with Sysco. This decision underscores the tension between the objectives of litigation funders and the public policy against financial speculation on legal claims. The case has drawn attention to the broader litigation financing industry, valued at $13.5 billion, especially in the realm of antitrust claims, where the costs of litigation are notoriously high and outcomes uncertain.The clash between Sysco and Burford has ignited debate over the influence of third-party funders in litigation and prompted calls for increased transparency within the industry. Critics, including the US Chamber of Commerce, argue that such funding arrangements can unduly influence the course and outcomes of legal proceedings, pushing for legislation that would require disclosure of financing agreements in legal cases. Meanwhile, proponents of litigation finance see the judge's decision as a specific instance rather than a systemic problem within the industry, emphasizing its role in enabling costly antitrust litigation to proceed.The ruling, pending review, has not only put a spotlight on the practices and impacts of litigation finance but also sparked discussions on potential regulatory responses. As the industry navigates this challenging landscape, the case between Sysco and Burford may serve as a catalyst for reevaluating the balance between the needs of litigants for financial support and the integrity of the judicial process.Judge's Order Deals Blow to Sysco, Burford Capital in Pork SuitsAlphabet and Microsoft have diverged from the Nasdaq's recommended format for reporting board diversity, opting instead for a more visual representation using dots and check marks, while Tesla and Amazon have adhered more closely to the suggested templates. Since Nasdaq's rules requiring annual diversity disclosure took effect in 2022, companies listed on the exchange have adopted varied approaches to reporting, complicating direct comparisons between them. The regulations also mandate Nasdaq-listed companies to maintain diverse boards or explain the absence of diversity, a requirement that has withstood legal challenges from conservative groups. Despite the differences in reporting styles, experts like Amy Augustine of Boston Trust Walden Co. view the overall trend towards disclosure as progress, providing investors with crucial information previously unavailable. The use of symbols for disclosure, as seen in Alphabet and Microsoft's reports, is defended by some as offering more detail than Nasdaq's templates, though it presents challenges for analysis, particularly by computers. The Securities and Exchange Commission (SEC)'s move towards machine-readable data in proxy statements, such as requiring XBRL for pay-versus-performance data, contrasts with the less standardized board diversity information, which is not required to be XBRL-compliant. This discrepancy highlights the ongoing challenge of making diverse corporate disclosures more accessible for automated analysis. By way of very brief background XBRL, or eXtensible Business Reporting Language, is a global standard for digitally sharing financial and business information. Think of it as a translator, turning human-readable reports like financial statements into machine-readable data. This data is tagged with specific meanings, allowing computers to easily understand and analyze it. XBRL benefits everyone: companies save time and effort, investors gain deeper insights, and regulators get better data for analysis. It's revolutionizing the way business information is shared and used.As the SEC contemplates broader board diversity disclosure requirements for all public companies, the landscape of corporate reporting on board composition is poised for further evolution. This movement reflects a growing recognition of the importance of diversity in corporate governance and the need for transparency to support investors' decision-making processes.Alphabet, Microsoft Pivot From Nasdaq Diversity Reporting FormatElon Musk has vocalized concerns that Delaware, a jurisdiction chosen by a majority of large public companies for incorporation due to its predictable legal system, is attempting to thwart companies from relocating, particularly in light of a court decision that invalidated his $56 billion Tesla compensation package. Musk's reaction, notably on social media, suggests an urge for companies to consider moving their incorporations out of Delaware, citing the state's alleged efforts to "lock the doors," as exemplified by the Tripadvisor case.The TripAdvisor case revolves around the company's desire to relocate its incorporation from Delaware to Nevada, a move that reflects broader corporate discontent with Delaware's legal environment, despite its reputation for business-friendliness. TripAdvisor's move, endorsed primarily by chairman Greg Maffei despite opposition from a majority of minority shareholders, aims to benefit from Nevada's more lenient laws on self-dealing, where directors face fewer legal challenges. This case not only underscores the tension between corporate interests and shareholder protections but also signals a potential shift in the landscape of corporate registrations, with states like Nevada and Texas vying to attract businesses away from Delaware. The outcome of TripAdvisor's attempt to move could set a precedent affecting Tesla's and other companies' relocation plans, amidst ongoing debates about the balance between corporate governance and shareholder rights.Delaware's legal framework, historically favored for its specialized Chancery Court and non-jury trials, has been perceived as facilitating rather than obstructing corporate moves to other states. Recent legislative adjustments in 2022 have simplified the process for companies wishing to reincorporate elsewhere, allowing such moves with majority shareholder approval, a shift from the previous requirement for unanimous consent. This modification ostensibly makes Delaware more accommodating for companies contemplating relocation.However, the Delaware Court of Chancery's ongoing examination of reincorporation efforts, especially those potentially advantageous to controlling shareholders, introduces a layer of complexity. The Tripadvisor litigation highlights this scrutiny, with allegations that a planned move to Nevada could enable easier self-dealing by significant stakeholders, suggesting Delaware's courts may critically evaluate such transitions to ensure they do not undermine minority shareholder interests.The situation with Tesla underscores a broader dialogue on corporate governance, shareholder rights, and the legal mechanisms in place to safeguard these interests. While Musk's significant influence at Tesla has been acknowledged by Delaware courts, the specific dynamics of Tesla's proposed shift to Texas—where legal protections differ from Nevada—might not directly align with the concerns raised in the Tripadvisor case.The impending ruling in the Tripadvisor case is anticipated with interest, as it will offer further clarity on Delaware's stance towards companies seeking to relocate, especially those with intricate shareholder structures. This decision will be pivotal, potentially setting precedents on the degree of judicial oversight Delaware will exercise over such moves, and elucidating the balance between corporate autonomy and the protection of shareholder interests.In summary, while Delaware has been characterized by Musk as obstructive, the state's legal amendments and judicial attitudes suggest a more nuanced approach, aiming to balance the flexibility for companies to reincorporate with the need to protect minority shareholders. The outcomes of ongoing legal deliberations, including the TripAdvisor and Tesla situations, will likely contribute significant insights into the evolving landscape of corporate governance and relocation.Explainer: Did Delaware 'lock the doors' to stop companies from leaving, as Musk claims? | Reuters Get full access to Minimum Competence - Daily Legal News Podcast at www.minimumcomp.com/subscribe

It's wheels up to NADA Wednesday! Today, we're covering GM reintroducing PHEVs to its US lineup, how Elon's $55B Tesla pay plan could be in danger and if Amazon Prime Video ads will bring about the shoppable TV.General Motors is rethinking its vehicle lineup, with CEO Mary Barra announcing plans to integrate plug-in hybrid electric vehicles (PHEVs) into select North American models. This move aims to balance federal fuel economy regulations and EV commitments.The shift represents a pivot from GM's previous focus on fully electric vehicles and is a response to stricter federal fuel economy and emissions standards, balancing consumer demand and regulatory compliance.GM has used plug-in hybrid technology in models overseas, but the only hybrid model available in the US is the traditional hybrid Chevrolet CorvetteIn the 2010's, GM pioneered PHEV technology with the Chevy Volt, but discontinued the car in 2019.Elon Musk's unprecedented $55.8 billion (you heard that right) pay package from Tesla, once a symbol of his extreme goals and abilities is now facing a major legal setback. A Delaware judge is questioning the compensation's approval process, pointing to Musk's intricate connections with Tesla's board.Delaware Court's ruling challenges Tesla's board on Musk's pay deal, scrutinized for "extensive ties" with directors, potentially reshaping executive compensation norms.The case, brought by shareholder Richard Tornetta, argued that Musk controlled the approval process and misled investors, leading to a unique trial in late 2022."Musk was the paradigmatic ‘Superstar CEO,'" Chancellor McCormick wrote, highlighting his dominant role in the compensation approval process and his influence over the boardWith this package in limbo, he may only  be the third richest person in the world with a mere $151B to his name. Is Shoppable TV about to become the norm? Yesterday we talked about Amazon Prime's move to introduce in-stream and many are asking if this will be a watershed moment in, blending e-commerce seamlessly with streaming content.Last year Walmart and NBCUniversal pioneered shoppable ads on Peacock, integrating AI technology during "Below Deck Mediterranean" episodes for a seamless while Roku leveraged a partnership with Shopify, allowing viewers to directly purchase from Shopify merchants through Roku Action Ads.Interactive ads, like those in NFL games, offer viewers the chance to shop products instantly, demonstrating a significant leap in ad engagement.Viewer behavior shows a trend towards shopping while watching TV, with over 50% interacting with shoppable ads, highlighting potential market growth."Interactive video ads...garner nearly 20 times more interactions," says Danielle Carney, Amazon's head of NFL ads, emphasizing the effectiveness of this new formatHosts: Paul J Daly and Kyle MountsierGet the Daily Push Back email at https://www.asotu.com/ JOIN the conversation on LinkedIn at: https://www.linkedin.com/company/asotu/ Read our most recent email at: https://www.asotu.com/media/push-back-email ASOTU Instagram: https://www.instagram.com/automotivestateoftheunion

Trish Regan reports on the forms that were just filed in the U.S. Delaware Court. Hunter Biden will be indicted within 30 days. But, will it result in a real investigation into the money trail? Trish is all over the breaking news as the President's son finally is indicted.   SUBSCRIBE TO MY YOUTUBE for daily videos from the Trish Regan Show Subscribe to the whole audio show on Apple Podcasts: https://apple.co/3ZHdJOk Check out my Live Free merch! https://trishregan.shop/ Follow me on: Instagram: https://www.instagram.com/trish_regan/ Twitter: https://twitter.com/trish_regan Facebook: https://www.facebook.com/RealTrishRegan #trishregan #trishreganshow #thetrishreganshow #trish #trishreacts #exposed #business #economics #finance #economy #financialnews #news #livenews #live #breakingnewsSupport the show: https://trishregan.shop/See omnystudio.com/listener for privacy information.

Hunter Biden pleads not guilty as plea deal falls apart during Delaware court appearance. Irish singer Sinead O'Connor has died at 56. Federal Reserve raises interest rates to highest point in more than 20 years. Whistleblower tells Congress the US is concealing ‘multi-decade' program that captures UFOs. Mitch McConnell escorted away from cameras after freezing during a news conference. Disney hasn't gone 'woke' by replacing Snow White's seven dwarves. California Gov. Gavin Newsom offers to help negotiate Hollywood strike.

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

Why would someone with decades of experience as a family law attorney and family court judge choose to pursue training as a divorce coach? We invited Chandlee Kuhn, a student in our current cohort, to share her perspective and give you some insights.Chandlee J. Kuhn is the retired Chief Judge of the Family Court for the State of Delaware. Chief Judge Kuhn recently joined the Family Law Advice Center (FLAC), a limited representation law practice. In her legal role, Judge Kuhn evaluates legal matters and advises clients regarding their Family Court matters.  She also coaches her clients to navigate the ups and downs of the legal process and life after Family Court. Judge Kuhn is a Certified Mediator for the Delaware Family Court and the Delaware Superior Court and has devoted her career to serving the community through numerous local and national boards and organizations, including as a Director of the National Council of Juvenile and Family Court Judges, the Executive Committee of the Supreme Court of Delaware, the Delaware Court on the Judiciary, the Child Protection Accountability Commission, the Domestic Violence Coordinating Council, and the Criminal Justice Council of Delaware.Those are some serious credentials, so we had to ask ... why divorce coach training? Not only does Chandlee have a love of learning, but as she transitions her work with clients to a limited law practice that doesn't litigate, she wanted to have the ability to both approach her cases from a new perspective and market her practice differently.As an attorney, she is used to giving advice and telling clients what to do. She says one of her biggest AHA moments so far has been that in divorce coaching we teach our clients to navigate for themselves. She's looking forward to letting the client lead their own journey of self-discovery and trust that they have their own answers.Chandlee was attracted to the DCA certification program because we are aligned with the ABA definition of divorce coaching as a method of alternative dispute resolution. She recommends coaching training to other divorce professionals because she believes it will allow them to get more satisfaction from a field that can be extremely draining.You can reach Chandlee at: cjkuhn@flacdelaware.comYou can learn more about DCA™ or find out about any of the classes or events mentioned in this episode at the links below:Website: www.divorcecoachesacademy.comInstagram: www.instagram.com/divorcecoachesacademyLinkedIn: www.linkedin.com/company/divorce-coaches-academyEmail: DCA@divorcecoachesacademy.com

Today, Liz and Andrew go out on a limb and discuss reasons why the Dominion v. Fox defamation trial scheduled to start today was postponed for a day. Along the way, they break down Fox's latest motion for "clarification" and what it means for the network that brought us Rudy Giuliani, Sidney Powell, and Donald Trump's insane claims of a stolen election that they knew to be false. Notes OA 243 https://openargs.com/oa243-build-that-wall-2/ OA 718 https://openargs.com/oa718-why-fox-news-has-a-nuanced-approach-to-falsity/ Fox Motion for Clarification https://s3.documentcloud.org/documents/23780752/fox-motion-for-clarification.pdf Delaware Court of Chancery Rules https://courts.delaware.gov/forms/download.aspx?id=160908 Sun Printing & Publ'g Ass'n v. Schenck, 98 F. 925 (2d Cir. 1900) https://cite.case.law/f/98/925/ Marinaccio v. Town of Clarence, 20 N.Y.3d 506, 986 N.E.2d 903 (2013) https://scholar.google.com/scholar_case?case=17916567453327988927 -Support us on Patreon at: patreon.com/law -Follow us on Twitter:  @Openargs -Facebook:  https://www.facebook.com/openargs/ -For show-related questions, check out the Opening Arguments Wiki, which now has its own Twitter feed!  @oawiki -And finally, remember that you can email us at openarguments@gmail.com

Host Gary J. Ross talks with Lisa Stark, Partner in the Wilmington office of K&L Gates and a former litigator who now focuses on corporate governance, private equity and venture capital, and M&A. Gary and Lisa discuss the importance of several Delaware court cases, including In re Trados Inc. Shareholder Litigation and In re Nine Systems Corporation Shareholders Litigation. Other topics covered include the complex fiduciary duties of directors/investors within the VC context; the business judgment rule and “entire fairness” standards of review; and Lisa's opinion on whether to include arbitration clauses in contracts.

The award winning, Compliance into the Weeds is the only weekly podcast which takes a deep dive into a compliance related topic, literally going into the weeds to more fully explore a subject. In this episode, we discuss the consequences of insufficient disclosure regarding cybersecurity risks as demonstrated in the recent Blackbaud SEC enforcement action. The SEC requires companies to proactively disclose material events and the Delaware Court of Chancery is making it clear that senior executives are responsible for ensuring compliance with disclosure requirements. Tune in next week to hear more Compliance into the Weeds from Tom and Matt.  Key Highlights ·      The cost of poor communication: $3 million lesson from Blackbaud's FCC fine. ·      Disclosure Controls and the Sarbanes Oxley Act ·      The Consequences of Failing to Comply with the SEC and FCC Regulations on Reporting Data Breaches ·      SEC Cracking Heads and What's Next  Notable Quotes: 1.      "Do words still matter? I think that they do." 2.     "I couldn't think of at least 3 million reasons why that was a bad idea in hindsight, and maybe they should have been more forthcoming." 3.      "Oh, well, actually, you know, we missed the revenue target, but we forgot to tell the CFO, people would be fired. You know, there would be heads stuck on the pikes. In front of the office lobby or something like that." 4.     "A compromise of our data security that results in customer or donor personal or payment card data being obtained by unauthorized persons could, and that's the word. Could adversely affect our reputation with our customers and others."  Resources Matt  on LinkedIn Matt on Radical Compliance Tom  Instagram Facebook YouTube Twitter LinkedIn Learn more about your ad choices. Visit megaphone.fm/adchoices

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

In this episode of All Things Investigations, host Tom Fox talks with Benjamin Britz, partner at Hughes Hubbard, about the recent Delaware Court of Chancery decision regarding the NRA McDonald's case. Ben explains the court system in Delaware and the background facts of the case involving sexual misconduct and harassment allegations against McDonald's CEO and his Chief People Officer, David Fairhurst. The court's decision focuses on whether Fairhurst had an oversight duty as an officer, and Ben and Tom discuss the legal rationale for the duty of oversight and the duty of information and compliance information systems.  Benjamin Britz is a partner at the law firm Hughes Hubbard and has extensive experience in internal investigations, securities litigation, and white-collar defense. He graduated from Columbia Law School in 2004 and went on to clerk for Judge Jim Carr in the Northern District of Ohio before joining Hughes Hubbard. He has remained with the firm ever since.  You'll hear Tom and Ben discuss: The Delaware Court of Chancery is a specialized forum for disputes regarding the operations and governance of Delaware corporations, and it has very knowledgeable judges who are confirmed by the Delaware State Senate. The duty of oversight applies to corporate officers and is based on the same fiduciary duties as directors. The duty of oversight includes the duty of information and compliance information systems, as well as the duty of red flag, where officers need to take action if they become aware of misconduct. The court's decision in this case was based on the duty of red flag and a finding of bad faith due to inaction on the part of Fairhurst, who ignored red flags and was allegedly engaged in misconduct himself. The court's opinion was comprehensive, possibly to ensure a basis for upholding the decision on appeal, and the duty of oversight applies to the chief compliance officer as well. The court's decision in the case discussed does not extend beyond corporate officers. The decision does, however, elevate the role of the chief compliance officer to the level of the CEO or CFO in terms of the breadth of their duties. This decision serves as a reminder that courts take the position of the compliance officer very seriously, regardless of their formal designation within the company. While the case may not be appealed, it is important because it sketches out areas where basic tenets of corporate governance law are still undeveloped. The court's breach of loyalty claim against Fairhurst for committing sexual harassment could open up a can of worms and expand the traditional duty of loyalty into areas where it hasn't been before. The duty of loyalty claim for engaging in affairs that are against the code of conduct or other policies and procedures could be a backdoor violation of honest services. KEY QUOTES "What's called a red flag duty, if you become aware of misconduct that you have to do something about it." - Ben Britz "If you are the CCO your duties are very broad, because this whole thing is basically your job. Because of that, it does very much put the compliance officer on the level with the CEO or the CFO..." - Ben Britz "The expectations from the board certainly are going to be that whoever holds that position is executing it to the absolute fullest." - Ben Britz Resources: Hughes Hubbard & Reed website Ben Britz on LinkedIn

In this episode, CII General Counsel Jeff Mahoney interviews Frederick Alexander, CEO of The Shareholder Commons, on McRitchie v. Zuckerberg -  a class-action lawsuit filed on October 3, 2022, in the Delaware Court of Chancery.The complaint alleges that the directors of Meta Platforms breached their fiduciary duties by ignoring the impact of the companies' operations on the diversified portfolios of its shareholders.  

Welcome to the only roundtable podcast in compliance as we celebrate our second century of shows. Everything Compliance has been honored by W3 as the top talk show in podcasting. In this episode, we have the quintet of Jay Rosen, Karen Woody, Jonathan Marks, Tom Fox and Matt Kelly who review the recent Delaware Court of Chancery decision creating a duty of oversight for corporate officers. We conclude with our fan fav Shout Outs and Rants section. 1. Matt Kelly sets the stage for our discussion and poses question about what it all means for CCOs going forward. He shouts out to the State of Texas Legislature for creating a ‘Gold Card' for physicians who have over 90% of all requested procedures covered by insurance. (1:30) 2. Jonathan Marks looks at the case from the internal audit and corporate governance perspectives. He rants about the Pentagon's failure to shoot down a Chinese spy balloon.  (25:23) 3. Tom Fox shouts out to Hindenburg Research and all other short sellers who help uncover fraud, waste and abuse.  4. Karen Woody looks at the case from the legal perspective and unpacks the court's legal reasoning. Woody shouts out to Amtrak and asks us all to ‘ride the train more often.' (11:08) 5. Jay Rosen reviews the changes wrought for CCOs over the past year; from CCO certification to the Delaware court decision. He shouts out his twin daughters on their 15th birthday. (41:13) The members of the Everything Compliance are: •       Jay Rosen– Jay is Vice President, Business Development Corporate Monitoring at Affiliated Monitors. Rosen can be reached at JRosen@affiliatedmonitors.com •       Karen Woody – One of the top academic experts on the SEC. Woody can be reached at kwoody@wlu.edu •       Matt Kelly – Founder and CEO of Radical Compliance. Kelly can be reached at mkelly@radicalcompliance.com •       Jonathan Armstrong –is our UK colleague, who is an experienced data privacy/data protection lawyer with Cordery in London. Armstrong can be reached at jonathan.armstrong@corderycompliance.com •       Jonathan Marks is Partner, Firm Practice Leader - Global Forensic, Compliance & Integrity Services at Baker Tilly. Marks can be reached at jonathan.marks@bakertilly.com The host and producer, ranter (and sometime panelist) of Everything Compliance is Tom Fox the Voice of Compliance. He can be reached at tfox@tfoxlaw.com. Everything Compliance is a part of the Compliance Podcast Network.  Learn more about your ad choices. Visit megaphone.fm/adchoices

The award winning, Compliance into the Weeds is the only weekly podcast which takes a deep dive into a compliance related topic, literally going into the weeds to more fully explore a subject. In this episode, Matt and I take a deep dive into recent decision by the Delaware Court of Chancery in the McDonald's case creating a duty of oversight for corporate officers. Some of the highlights include: ·      Why bad facts can make bad law? ·      The sordid facts of David Fairhurst during his tenure at McDonald's. ·      The legal rationale. ·      What is Caremark and how did it influence this decision? ·      What does it mean for CCOs? ·      How does this decision intertwine with the Monaco Doctrine, CCO certification and the new Corporate Enforcement Policy?  Resources Tom with a multipart series on the FCPA Compliance and Ethics Blog Matt Kelly with two posts in Radical Compliance Learn more about your ad choices. Visit megaphone.fm/adchoices

This is Garrison Hardie with your CrossPolitic Daily News Brief for Thursday, October 26th, 2022. Boniface Woodworking LLC: Boniface Woodworking exists for those who enjoy shopping with integrity; who want to buy handmade wooden furniture, gifts, and heirloom items that will last for generations. From dining tables and church pulpits to cigar humidors and everything in between; quality pieces that you can give your children’s children, tie them to their roots, and transcend the basic function of whatever they are! So, start voting with your dollars, and stop buying cheap crap from people who hate you! Visit www.bonifacewoodworking.com to see our gallery, learn our story, and submit your order for heirloom quality wood items. https://thepostmillennial.com/hundreds-of-employees-leave-twitter-for-jobs-with-meta-google-as-musk-deal-approaches?utm_campaign=64487 Hundreds of employees leave Twitter for jobs with Meta, Google as Musk deal approaches Twitter employees are leaving at rates not seen before as a result of Tesla and Space X CEO Elon Musk's takeover, Business Insider reports. Several hundred employees have left the media giant in 2022, with 530 leaving in the last three months. Many have left to competitors such as Meta and Google, the outlet reports This may not be bad news for Musk, however, as the multibillionaire reportedly has intentions of cutting staff by up to 75 percent, according to a report. Musk is set to close the deal on Friday. Musk offered to buy Twitter in April but then sought to end the acquisition a few months later, which resulted in a legal battle between him and the company. Earlier this month, Musk announced he would go through with the original offer. The Delaware Court of Chancery has given Musk until Oct. 28 to close the deal, otherwise, the matter will go to trial in November. According to Fox News, on Tesla’s earnings call last week, Musk said he was "excited about the Twitter situation." https://www.reuters.com/markets/us/us-mortgage-interest-rates-jump-716-highest-since-2001-2022-10-26/ U.S. mortgage interest rates jump to 7.16%, highest since 2001 The average interest rate on the most popular U.S. home loan rose to its highest level since 2001 as tightening financial conditions weigh on the housing sector, data from the Mortgage Bankers Association (MBA) showed on Wednesday. The average contract rate on a 30-year fixed-rate mortgage rose by 22 basis points to 7.16% for the week ended Oct. 21 while the MBA's Market Composite Index, a measure of mortgage loan application volume, fell 1.7% from a week earlier. Mortgage application activity is at its slowest pace since 1997. Mortgage rates have more than doubled since the beginning of the year, as the Federal Reserve pursues an aggressive path of interest rate hikes to rein in stubbornly high inflation. The central bank is expected to raise rates by 75 basis points for a fourth straight time at the conclusion of its next policy meeting on Nov. 1-2. Those actions, designed to cool the economy sufficiently to curb price pressures, have weighed heavily on the interest-rate-sensitive housing sector as expectations for Fed tightening have led to a surge in Treasury yields. The yield on the 10-year note acts as a benchmark for mortgage rates. https://www.foxnews.com/politics/biden-warns-most-covid-related-deaths-this-year-result-people-not-being-updated-their-vaccines Biden warns most COVID-related deaths this year will be result of people not being updated on their vaccines President Biden on Tuesday warned the American people that nearly every COVID-related death this year will be because people have not received the updated vaccine. Biden also called on Congress to provide the billions of dollars the administration has requested to buy additional vaccines, tests and treatments. The president’s comments come ahead of the holiday season when the weather is colder and more people are spending time indoors and contagious viruses are more likely to spread. Biden pointed to new variants in the U.S. and a rise in hospitalizations in Europe and urged people to get the latest vaccine and the flu shot. A study from the Centers for Disease Control and Prevention (CDC) earlier this year found that more than 75% of COVID-19 deaths in fully vaccinated people had occurred among those with at least four comorbidities. Biden twice tested positive for COVID-19 in July, despite being fully vaccinated and twice boosted. His physician said the president’s rare "rebound" positivity followed treatment with PAXLOVID. Later in the press conference, Biden rolled up his sleeve and got his updated COVID-19 booster shot from a member of the White House medical unit. He had to delay getting his booster, in accordance with federal health guidance, because of his infection over the summer. More than 20 million people, including nearly 1 in 5 older adults, have gotten the updated COVID-19 booster, the White House said. The vaccine has been reformulated to target the BA.4 and BA.5 subvariants of omicron, the most dominant strains in the United States. https://thepostmillennial.com/breaking-darrell-brooks-found-guilty-of-intentional-homicide?utm_campaign=64487 Darrell Brooks found guilty of intentional homicide On Wednesday morning, the jury found Darrell Brooks guilty of six counts of intentional homicide, 61 counts of reckless endangerment, six counts of hit and run, two counts of bail jumping, and one count of battery in connection to the Waukesha Christmas parade last year, where Brooks drove his SUV through the crowd. Brooks was found guilty of all charges. A hearing regarding sentencing will begin on Monday. While waiting for the jury to be brought out, Brooks once again stated that he "does not consent" to be called his legal name, and brought up "subject matter jurisdiction," stating that it has not been addressed. Brooks continued on to list of a number of requests, which Dorow acknowledged, but denied. Amidst the nearly month-long trial, Brooks has argued with Dorow on a multitude of points, causing interruptions which in many cases resulted in Brooks being moved to a neighboring courtroom to listen in. On November 21, 2021, Brooks drove through the Waukesha Christmas parade, killing six people, including members of the Dancing Grannies group which were marching in the parade, as well as children. More than 60 people were injured in the incident. Brooks was soon after identified as the suspect in the parade attack, after police discovered the red Ford Explorer seen plowing into the parade parked not far from the scene of the crime with damage to the front end of the vehicle. In addition to the Reddit post, Brooks has attempted to have the charges against him thrown out because of a reported recall on his model year of vehicle regarding the throttle body. Brooks said that a class action lawsuit has been filed alleging that the vehicle can speed up without warning due to a malfunction. Brooks brought up this point during the last days of his trial, with Dorow dismissing Brook’s requests, stating, "I've made my decision. I expect that you respect the decision at least as we are not going to debate it further." Brooks has also attempted to state that he is a "sovereign citizen," therefore not subject to the jurisdiction of the government. Dorow called Brooks’ declaration of being a sovereign citizen an "obstructionist tactic." So again, Brooks was found guilty of all charges. A hearing regarding sentencing will begin on Monday. Redballoon Not so long ago, the American dream was alive and well. Employees who worked hard were rewarded, and employers looked for people who could do the job, not for people who had the right political views. RedBalloon.work is a job site designed to get us back to what made American businesses successful: free speech, hard work, and having fun. If you are a free speech employer who wants to hire employees who focus on their work and not identity politics, then post a job on RedBalloon. If you are an employee who is being censored at work or is being forced to comply with the current zeitgeist, post your resume on RedBalloon and look for a new job. redballoon.work, the job site where free speech is still alive! www.redballoon.work https://www.foxnews.com/politics/rubio-canvasser-attack-2nd-suspect-arrested-police-say-he-confronted-victim-being-republican Rubio canvasser attack: 2nd suspect arrested, police say he confronted victim for being Republican Police in Hialeah, Florida, have arrested a second suspect for an alleged assault on a canvasser for Sen. Marco Rubio, R-Fla., that took place Sunday night. According to an arrest affidavit obtained by Fox News Digital, Jonathan Alexander Casanova joined Javier Lopez in attacking the canvasser. The document also noted that the canvasser told police that Casanova told him he could not pass through the area because he was a Republican. "After tirelessly working to bring justice to the victim, Hialeah Police Detectives have arrested and charged Jonathan Alexander Casanova for the attack which occurred on Sunday, October 23, 2022," Sgt. Jose Torres said in a statement to Fox News Digital. The arrest affidavit says that the victim – who has since been identified by local media as Chris Monzon – was walking in the neighborhood handing out fliers for Rubio and Gov. Ron DeSantis when Casanova and Lopez were blocking the sidewalk. Following an argument, the affidavit says, Lopez "rushed the victim and threw him on the ground," and then Casanova "began to kick the victim on the head as he was on the ground." While Casanova kicked him, Lopez punched Monzon in the head, police said. The affidavit says a witness then pulled Casanova off of Monzon, and then Casanova released two German shepherds from his car and walked with them over to Monzon, who was on the ground, and "began to give commands to the dogs to attack and bite" him. The police document says neighbors eventually separated everyone involved, but Casanova fled before officers arrived at the scene. The affidavit says that Lopez identified Casanova to police and that Monzon later identified Casanova via a photo line-up. Monzon also provided a sworn statement on video, which is when he said Casanova told him he could not pass because he is a Republican and threatened to have his dogs attack him. Monzon said in the statement that he tried to walk around Casanova and Lopez but that Casanova then told him he was not allowed to walk around the neighborhood and threatened to shoot him if he continued. Monzon then said he was on public property. Rubio's tweet also said that the alleged attackers said Republicans were not allowed in their neighborhood. Initially, police said they had not determined if the attack was politically motivated, and Lopez's arrest affidavit did not mention any remarks about political parties. Guys, I don’t really have much in sports for you today… maybe who do you guys have in the world series this year? The Astros are coming into the series with a perfect 7-0 record in the post season, so they’ve looked pretty good… I don’t know! Y’all should check in with our resident baseball expert Mark Dewey. Go check his show out, In The Bullpen to go get your baseball fix! But I’ll be covering the series as it unfolds. The first game is this Friday, so stay tuned.

This is Garrison Hardie with your CrossPolitic Daily News Brief for Thursday, October 26th, 2022. Boniface Woodworking LLC: Boniface Woodworking exists for those who enjoy shopping with integrity; who want to buy handmade wooden furniture, gifts, and heirloom items that will last for generations. From dining tables and church pulpits to cigar humidors and everything in between; quality pieces that you can give your children’s children, tie them to their roots, and transcend the basic function of whatever they are! So, start voting with your dollars, and stop buying cheap crap from people who hate you! Visit www.bonifacewoodworking.com to see our gallery, learn our story, and submit your order for heirloom quality wood items. https://thepostmillennial.com/hundreds-of-employees-leave-twitter-for-jobs-with-meta-google-as-musk-deal-approaches?utm_campaign=64487 Hundreds of employees leave Twitter for jobs with Meta, Google as Musk deal approaches Twitter employees are leaving at rates not seen before as a result of Tesla and Space X CEO Elon Musk's takeover, Business Insider reports. Several hundred employees have left the media giant in 2022, with 530 leaving in the last three months. Many have left to competitors such as Meta and Google, the outlet reports This may not be bad news for Musk, however, as the multibillionaire reportedly has intentions of cutting staff by up to 75 percent, according to a report. Musk is set to close the deal on Friday. Musk offered to buy Twitter in April but then sought to end the acquisition a few months later, which resulted in a legal battle between him and the company. Earlier this month, Musk announced he would go through with the original offer. The Delaware Court of Chancery has given Musk until Oct. 28 to close the deal, otherwise, the matter will go to trial in November. According to Fox News, on Tesla’s earnings call last week, Musk said he was "excited about the Twitter situation." https://www.reuters.com/markets/us/us-mortgage-interest-rates-jump-716-highest-since-2001-2022-10-26/ U.S. mortgage interest rates jump to 7.16%, highest since 2001 The average interest rate on the most popular U.S. home loan rose to its highest level since 2001 as tightening financial conditions weigh on the housing sector, data from the Mortgage Bankers Association (MBA) showed on Wednesday. The average contract rate on a 30-year fixed-rate mortgage rose by 22 basis points to 7.16% for the week ended Oct. 21 while the MBA's Market Composite Index, a measure of mortgage loan application volume, fell 1.7% from a week earlier. Mortgage application activity is at its slowest pace since 1997. Mortgage rates have more than doubled since the beginning of the year, as the Federal Reserve pursues an aggressive path of interest rate hikes to rein in stubbornly high inflation. The central bank is expected to raise rates by 75 basis points for a fourth straight time at the conclusion of its next policy meeting on Nov. 1-2. Those actions, designed to cool the economy sufficiently to curb price pressures, have weighed heavily on the interest-rate-sensitive housing sector as expectations for Fed tightening have led to a surge in Treasury yields. The yield on the 10-year note acts as a benchmark for mortgage rates. https://www.foxnews.com/politics/biden-warns-most-covid-related-deaths-this-year-result-people-not-being-updated-their-vaccines Biden warns most COVID-related deaths this year will be result of people not being updated on their vaccines President Biden on Tuesday warned the American people that nearly every COVID-related death this year will be because people have not received the updated vaccine. Biden also called on Congress to provide the billions of dollars the administration has requested to buy additional vaccines, tests and treatments. The president’s comments come ahead of the holiday season when the weather is colder and more people are spending time indoors and contagious viruses are more likely to spread. Biden pointed to new variants in the U.S. and a rise in hospitalizations in Europe and urged people to get the latest vaccine and the flu shot. A study from the Centers for Disease Control and Prevention (CDC) earlier this year found that more than 75% of COVID-19 deaths in fully vaccinated people had occurred among those with at least four comorbidities. Biden twice tested positive for COVID-19 in July, despite being fully vaccinated and twice boosted. His physician said the president’s rare "rebound" positivity followed treatment with PAXLOVID. Later in the press conference, Biden rolled up his sleeve and got his updated COVID-19 booster shot from a member of the White House medical unit. He had to delay getting his booster, in accordance with federal health guidance, because of his infection over the summer. More than 20 million people, including nearly 1 in 5 older adults, have gotten the updated COVID-19 booster, the White House said. The vaccine has been reformulated to target the BA.4 and BA.5 subvariants of omicron, the most dominant strains in the United States. https://thepostmillennial.com/breaking-darrell-brooks-found-guilty-of-intentional-homicide?utm_campaign=64487 Darrell Brooks found guilty of intentional homicide On Wednesday morning, the jury found Darrell Brooks guilty of six counts of intentional homicide, 61 counts of reckless endangerment, six counts of hit and run, two counts of bail jumping, and one count of battery in connection to the Waukesha Christmas parade last year, where Brooks drove his SUV through the crowd. Brooks was found guilty of all charges. A hearing regarding sentencing will begin on Monday. While waiting for the jury to be brought out, Brooks once again stated that he "does not consent" to be called his legal name, and brought up "subject matter jurisdiction," stating that it has not been addressed. Brooks continued on to list of a number of requests, which Dorow acknowledged, but denied. Amidst the nearly month-long trial, Brooks has argued with Dorow on a multitude of points, causing interruptions which in many cases resulted in Brooks being moved to a neighboring courtroom to listen in. On November 21, 2021, Brooks drove through the Waukesha Christmas parade, killing six people, including members of the Dancing Grannies group which were marching in the parade, as well as children. More than 60 people were injured in the incident. Brooks was soon after identified as the suspect in the parade attack, after police discovered the red Ford Explorer seen plowing into the parade parked not far from the scene of the crime with damage to the front end of the vehicle. In addition to the Reddit post, Brooks has attempted to have the charges against him thrown out because of a reported recall on his model year of vehicle regarding the throttle body. Brooks said that a class action lawsuit has been filed alleging that the vehicle can speed up without warning due to a malfunction. Brooks brought up this point during the last days of his trial, with Dorow dismissing Brook’s requests, stating, "I've made my decision. I expect that you respect the decision at least as we are not going to debate it further." Brooks has also attempted to state that he is a "sovereign citizen," therefore not subject to the jurisdiction of the government. Dorow called Brooks’ declaration of being a sovereign citizen an "obstructionist tactic." So again, Brooks was found guilty of all charges. A hearing regarding sentencing will begin on Monday. Redballoon Not so long ago, the American dream was alive and well. Employees who worked hard were rewarded, and employers looked for people who could do the job, not for people who had the right political views. RedBalloon.work is a job site designed to get us back to what made American businesses successful: free speech, hard work, and having fun. If you are a free speech employer who wants to hire employees who focus on their work and not identity politics, then post a job on RedBalloon. If you are an employee who is being censored at work or is being forced to comply with the current zeitgeist, post your resume on RedBalloon and look for a new job. redballoon.work, the job site where free speech is still alive! www.redballoon.work https://www.foxnews.com/politics/rubio-canvasser-attack-2nd-suspect-arrested-police-say-he-confronted-victim-being-republican Rubio canvasser attack: 2nd suspect arrested, police say he confronted victim for being Republican Police in Hialeah, Florida, have arrested a second suspect for an alleged assault on a canvasser for Sen. Marco Rubio, R-Fla., that took place Sunday night. According to an arrest affidavit obtained by Fox News Digital, Jonathan Alexander Casanova joined Javier Lopez in attacking the canvasser. The document also noted that the canvasser told police that Casanova told him he could not pass through the area because he was a Republican. "After tirelessly working to bring justice to the victim, Hialeah Police Detectives have arrested and charged Jonathan Alexander Casanova for the attack which occurred on Sunday, October 23, 2022," Sgt. Jose Torres said in a statement to Fox News Digital. The arrest affidavit says that the victim – who has since been identified by local media as Chris Monzon – was walking in the neighborhood handing out fliers for Rubio and Gov. Ron DeSantis when Casanova and Lopez were blocking the sidewalk. Following an argument, the affidavit says, Lopez "rushed the victim and threw him on the ground," and then Casanova "began to kick the victim on the head as he was on the ground." While Casanova kicked him, Lopez punched Monzon in the head, police said. The affidavit says a witness then pulled Casanova off of Monzon, and then Casanova released two German shepherds from his car and walked with them over to Monzon, who was on the ground, and "began to give commands to the dogs to attack and bite" him. The police document says neighbors eventually separated everyone involved, but Casanova fled before officers arrived at the scene. The affidavit says that Lopez identified Casanova to police and that Monzon later identified Casanova via a photo line-up. Monzon also provided a sworn statement on video, which is when he said Casanova told him he could not pass because he is a Republican and threatened to have his dogs attack him. Monzon said in the statement that he tried to walk around Casanova and Lopez but that Casanova then told him he was not allowed to walk around the neighborhood and threatened to shoot him if he continued. Monzon then said he was on public property. Rubio's tweet also said that the alleged attackers said Republicans were not allowed in their neighborhood. Initially, police said they had not determined if the attack was politically motivated, and Lopez's arrest affidavit did not mention any remarks about political parties. Guys, I don’t really have much in sports for you today… maybe who do you guys have in the world series this year? The Astros are coming into the series with a perfect 7-0 record in the post season, so they’ve looked pretty good… I don’t know! Y’all should check in with our resident baseball expert Mark Dewey. Go check his show out, In The Bullpen to go get your baseball fix! But I’ll be covering the series as it unfolds. The first game is this Friday, so stay tuned.

This is Garrison Hardie with your CrossPolitic Daily News Brief for Thursday, October 26th, 2022. Boniface Woodworking LLC: Boniface Woodworking exists for those who enjoy shopping with integrity; who want to buy handmade wooden furniture, gifts, and heirloom items that will last for generations. From dining tables and church pulpits to cigar humidors and everything in between; quality pieces that you can give your children’s children, tie them to their roots, and transcend the basic function of whatever they are! So, start voting with your dollars, and stop buying cheap crap from people who hate you! Visit www.bonifacewoodworking.com to see our gallery, learn our story, and submit your order for heirloom quality wood items. https://thepostmillennial.com/hundreds-of-employees-leave-twitter-for-jobs-with-meta-google-as-musk-deal-approaches?utm_campaign=64487 Hundreds of employees leave Twitter for jobs with Meta, Google as Musk deal approaches Twitter employees are leaving at rates not seen before as a result of Tesla and Space X CEO Elon Musk's takeover, Business Insider reports. Several hundred employees have left the media giant in 2022, with 530 leaving in the last three months. Many have left to competitors such as Meta and Google, the outlet reports This may not be bad news for Musk, however, as the multibillionaire reportedly has intentions of cutting staff by up to 75 percent, according to a report. Musk is set to close the deal on Friday. Musk offered to buy Twitter in April but then sought to end the acquisition a few months later, which resulted in a legal battle between him and the company. Earlier this month, Musk announced he would go through with the original offer. The Delaware Court of Chancery has given Musk until Oct. 28 to close the deal, otherwise, the matter will go to trial in November. According to Fox News, on Tesla’s earnings call last week, Musk said he was "excited about the Twitter situation." https://www.reuters.com/markets/us/us-mortgage-interest-rates-jump-716-highest-since-2001-2022-10-26/ U.S. mortgage interest rates jump to 7.16%, highest since 2001 The average interest rate on the most popular U.S. home loan rose to its highest level since 2001 as tightening financial conditions weigh on the housing sector, data from the Mortgage Bankers Association (MBA) showed on Wednesday. The average contract rate on a 30-year fixed-rate mortgage rose by 22 basis points to 7.16% for the week ended Oct. 21 while the MBA's Market Composite Index, a measure of mortgage loan application volume, fell 1.7% from a week earlier. Mortgage application activity is at its slowest pace since 1997. Mortgage rates have more than doubled since the beginning of the year, as the Federal Reserve pursues an aggressive path of interest rate hikes to rein in stubbornly high inflation. The central bank is expected to raise rates by 75 basis points for a fourth straight time at the conclusion of its next policy meeting on Nov. 1-2. Those actions, designed to cool the economy sufficiently to curb price pressures, have weighed heavily on the interest-rate-sensitive housing sector as expectations for Fed tightening have led to a surge in Treasury yields. The yield on the 10-year note acts as a benchmark for mortgage rates. https://www.foxnews.com/politics/biden-warns-most-covid-related-deaths-this-year-result-people-not-being-updated-their-vaccines Biden warns most COVID-related deaths this year will be result of people not being updated on their vaccines President Biden on Tuesday warned the American people that nearly every COVID-related death this year will be because people have not received the updated vaccine. Biden also called on Congress to provide the billions of dollars the administration has requested to buy additional vaccines, tests and treatments. The president’s comments come ahead of the holiday season when the weather is colder and more people are spending time indoors and contagious viruses are more likely to spread. Biden pointed to new variants in the U.S. and a rise in hospitalizations in Europe and urged people to get the latest vaccine and the flu shot. A study from the Centers for Disease Control and Prevention (CDC) earlier this year found that more than 75% of COVID-19 deaths in fully vaccinated people had occurred among those with at least four comorbidities. Biden twice tested positive for COVID-19 in July, despite being fully vaccinated and twice boosted. His physician said the president’s rare "rebound" positivity followed treatment with PAXLOVID. Later in the press conference, Biden rolled up his sleeve and got his updated COVID-19 booster shot from a member of the White House medical unit. He had to delay getting his booster, in accordance with federal health guidance, because of his infection over the summer. More than 20 million people, including nearly 1 in 5 older adults, have gotten the updated COVID-19 booster, the White House said. The vaccine has been reformulated to target the BA.4 and BA.5 subvariants of omicron, the most dominant strains in the United States. https://thepostmillennial.com/breaking-darrell-brooks-found-guilty-of-intentional-homicide?utm_campaign=64487 Darrell Brooks found guilty of intentional homicide On Wednesday morning, the jury found Darrell Brooks guilty of six counts of intentional homicide, 61 counts of reckless endangerment, six counts of hit and run, two counts of bail jumping, and one count of battery in connection to the Waukesha Christmas parade last year, where Brooks drove his SUV through the crowd. Brooks was found guilty of all charges. A hearing regarding sentencing will begin on Monday. While waiting for the jury to be brought out, Brooks once again stated that he "does not consent" to be called his legal name, and brought up "subject matter jurisdiction," stating that it has not been addressed. Brooks continued on to list of a number of requests, which Dorow acknowledged, but denied. Amidst the nearly month-long trial, Brooks has argued with Dorow on a multitude of points, causing interruptions which in many cases resulted in Brooks being moved to a neighboring courtroom to listen in. On November 21, 2021, Brooks drove through the Waukesha Christmas parade, killing six people, including members of the Dancing Grannies group which were marching in the parade, as well as children. More than 60 people were injured in the incident. Brooks was soon after identified as the suspect in the parade attack, after police discovered the red Ford Explorer seen plowing into the parade parked not far from the scene of the crime with damage to the front end of the vehicle. In addition to the Reddit post, Brooks has attempted to have the charges against him thrown out because of a reported recall on his model year of vehicle regarding the throttle body. Brooks said that a class action lawsuit has been filed alleging that the vehicle can speed up without warning due to a malfunction. Brooks brought up this point during the last days of his trial, with Dorow dismissing Brook’s requests, stating, "I've made my decision. I expect that you respect the decision at least as we are not going to debate it further." Brooks has also attempted to state that he is a "sovereign citizen," therefore not subject to the jurisdiction of the government. Dorow called Brooks’ declaration of being a sovereign citizen an "obstructionist tactic." So again, Brooks was found guilty of all charges. A hearing regarding sentencing will begin on Monday. Redballoon Not so long ago, the American dream was alive and well. Employees who worked hard were rewarded, and employers looked for people who could do the job, not for people who had the right political views. RedBalloon.work is a job site designed to get us back to what made American businesses successful: free speech, hard work, and having fun. If you are a free speech employer who wants to hire employees who focus on their work and not identity politics, then post a job on RedBalloon. If you are an employee who is being censored at work or is being forced to comply with the current zeitgeist, post your resume on RedBalloon and look for a new job. redballoon.work, the job site where free speech is still alive! www.redballoon.work https://www.foxnews.com/politics/rubio-canvasser-attack-2nd-suspect-arrested-police-say-he-confronted-victim-being-republican Rubio canvasser attack: 2nd suspect arrested, police say he confronted victim for being Republican Police in Hialeah, Florida, have arrested a second suspect for an alleged assault on a canvasser for Sen. Marco Rubio, R-Fla., that took place Sunday night. According to an arrest affidavit obtained by Fox News Digital, Jonathan Alexander Casanova joined Javier Lopez in attacking the canvasser. The document also noted that the canvasser told police that Casanova told him he could not pass through the area because he was a Republican. "After tirelessly working to bring justice to the victim, Hialeah Police Detectives have arrested and charged Jonathan Alexander Casanova for the attack which occurred on Sunday, October 23, 2022," Sgt. Jose Torres said in a statement to Fox News Digital. The arrest affidavit says that the victim – who has since been identified by local media as Chris Monzon – was walking in the neighborhood handing out fliers for Rubio and Gov. Ron DeSantis when Casanova and Lopez were blocking the sidewalk. Following an argument, the affidavit says, Lopez "rushed the victim and threw him on the ground," and then Casanova "began to kick the victim on the head as he was on the ground." While Casanova kicked him, Lopez punched Monzon in the head, police said. The affidavit says a witness then pulled Casanova off of Monzon, and then Casanova released two German shepherds from his car and walked with them over to Monzon, who was on the ground, and "began to give commands to the dogs to attack and bite" him. The police document says neighbors eventually separated everyone involved, but Casanova fled before officers arrived at the scene. The affidavit says that Lopez identified Casanova to police and that Monzon later identified Casanova via a photo line-up. Monzon also provided a sworn statement on video, which is when he said Casanova told him he could not pass because he is a Republican and threatened to have his dogs attack him. Monzon said in the statement that he tried to walk around Casanova and Lopez but that Casanova then told him he was not allowed to walk around the neighborhood and threatened to shoot him if he continued. Monzon then said he was on public property. Rubio's tweet also said that the alleged attackers said Republicans were not allowed in their neighborhood. Initially, police said they had not determined if the attack was politically motivated, and Lopez's arrest affidavit did not mention any remarks about political parties. Guys, I don’t really have much in sports for you today… maybe who do you guys have in the world series this year? The Astros are coming into the series with a perfect 7-0 record in the post season, so they’ve looked pretty good… I don’t know! Y’all should check in with our resident baseball expert Mark Dewey. Go check his show out, In The Bullpen to go get your baseball fix! But I’ll be covering the series as it unfolds. The first game is this Friday, so stay tuned.

Delaware Court Strikes Down New No-Excuse Vote by Mail LawToday's LinksArticles:Towns Square Live - Delaware Judge Halts Mail-In VotingDemocracy Docket - Delaware Judge Strikes Down No-Excuse Mail-in Voting, Upholds Same-Day RegistrationAssociated Press -  Judge says Delaware vote-by-mail law is unconstitutionalGroups Taking Action:   Delaware Voting Rights Coalition, League of Women Voters DelawareYou're listening to the American Democracy Minute, keeping YOUR government by and for the people.We reported earlier this summer on the passage of a no-excuse mail-in voting law in Delaware.  September 14th, a Delaware state court judge struck down the law as contrary to the state constitution.Delaware had passed SB 320 in June, which would allow voters to vote by mail without having to give an excuse.   But the Delaware constitution currently allows for the use of an absentee only when the voter is outside the state, in the armed forces, unable to vote due to job requirements, sick or disabled, on vacation, unable for religious reasons ,or in government service outside the country.Town Square Live and Democracy Docket report that Republican members of the legislature sued, and Chancery Court Vice Chancellor Nathan Cook ruled that despite Delaware's tradition of a robust voter participation, the state constitution left him no choice but to issue an injunction on the law.  Vice Chancellor Cook also noted in his ruling that “it bears repeating that the express purpose of election laws in this state is to provide for ‘free and equal' elections where Delawareans have an ‘unfettered' right to vote—one of ‘the most fundamental of our rights.'”   He went on to suggest that the Delaware Supreme Court may want to reconsider past decisions on mail-in voting.Past attempts at bills changing the state constitution to allow no-excuse mail-in voting have failed.   To read more about the decision and groups taking action, see links at AmericanDemocracy Minute.org.   Granny D said, “Democracy is not something we HAVE, it's something we DO!”  For the American Democracy Minute, I'm Brian Beihl

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.

The Chancery Daily is an independent, daily newsletter that covers the Delaware Court of Chancery, the place where Twitter is trying to force Elon Musk to buy it. As this case winds its way through the court's legal process, an editor from The Chancery Daily joins us to break down where the case stands, whether Musk's arguments are working, how Delaware Chancellor Kathaleen McCormick is approaching the case, and what the likely result is. Give this episode a listen and you'll be able to follow the case with far more context than you'd get through just the headlines.

You've likely heard that Elon Musk wanted to buy Twitter… and that he is now trying to get out of buying Twitter… and that at first he wanted to defeat the bots on Twitter… but now he's apparently surprised that there are lots of bots on Twitter. It's a spectacle made for the headlines, but it's also, at its core, a regular old corporate law dispute. This week on Arbiters of Truth, our series on the online information ecosystem, Evelyn Douek spoke with Adriana Robertson, the Donald N. Pritzker Professor of Business Law at the University of Chicago Law School, to talk about the legal issues behind the headlines. What is the Delaware Court of Chancery in which Musk and Twitter are going to face off? Will it care at all about the bots? And how do corporate lawyers think and talk about this differently from how it gets talked about in most of the public conversation about it?Support this show http://supporter.acast.com/lawfare. See acast.com/privacy for privacy and opt-out information.

You've likely heard that Elon Musk wanted to buy Twitter… and that he is now trying to get out of buying Twitter… and that at first he wanted to defeat the bots on Twitter… but now he's apparently surprised that there are lots of bots on Twitter. It's a spectacle made for the headlines, but it's also, at its core, a regular old corporate law dispute. This week on Arbiters of Truth, our series on the online information ecosystem, Evelyn Douek spoke with Adriana Robertson, the Donald N. Pritzker Professor of Business Law at the University of Chicago Law School, to talk about the legal issues behind the headlines. What is the Delaware Court of Chancery in which Musk and Twitter are going to face off? Will it care at all about the bots? And how do corporate lawyers think and talk about this differently from how it gets talked about in most of the public conversation about it? See acast.com/privacy for privacy and opt-out information.

Tech billionaire Elon Musk is going on offense after facing a serious challenge in the Delaware Court. Twitter sued Musk to ensure that the $44 billion deal for the company goes through...but now, Musk is promising to countersue alleging that Twitter isn't providing the proper due diligence on its potential 'spam accounts.' Who will ultimately win? Today's Advertiser Links: https://LegacyPMInvestments.com - 1.866.589.0560 Support the show: https://trishregan.store/ See omnystudio.com/listener for privacy information.

Elon Musk's proposed 44 billion dollar takeover, and then subsequent backtracking has left the fate of Twitter in the hands of the Delaware Court of Chancery.  While it's unlikely Musk will be forced to purchase the company he no longer wants, it raises the questions of whether or not he would be good for the platform, as well as whether or not the existence of Twitter itself is good or bad for society at large.

The Delaware Court determines that there will be a five day hearing in October, as Twitter seeks to FORCE Elon Musk to buy it! What could possibly go wrong with that, doesn't every company want to be owned by someone who doesn't like it, trust it, or want it?   Please help support our work and Buy Me A Coffee https://www.buymeacoffee.com/DavidVanceV  or support us via https://donorbox.org/let-free-speech-prevail Premium Podcast https://www.podbean.com/premium-podcast/davidvancepremium      Be part of the Community with David https://thedavidvance.locals.com    Gettr: https://gettr.com/user/davidvance BrandNewTube:  https://brandnewtube.com/@TheDavidVanceChannel Rumble: https://rumble.com/c/DavidVancePodcast  Telegram: @davidvance1 A Tangled Web:  https://www.atangledweb.org   Also try my second channel with ilana Mercer Hard Truth Podcast: https://HardTruthWithDavidVanceAndIlanaMercer.Podbean.com

Bloomberg's Emily Chang breaks down how Netflix's stock jumped after smaller-than-expected subscriber losses in the second quarter, and what's the path forward for the streaming giant. Plus, Twitter is granted a fast-tracked lawsuit against Elon Musk by a Delaware Court. See omnystudio.com/listener for privacy information.

This Tuesday, Twitter's sued Elon Musk to force him to honor his legally binding agreement to buy the company. Twitter asked the Delaware Court of Chancery to fast-track a trial for September. According to the complaint “Musk apparently believes that he — unlike every other party subject to Delaware contract law — is free to change his mind, trash the company, disrupt its operations, destroy stockholder value, and walk away.”The Delaware court will examine the case on its merits and lawyers are suggesting that Musk's defense is weak, if not laughable. “We will finally see if Elon Musk is ‘above the law,” according to John Coffee of Columbia Law School. “I am confident that in the Delaware courts the answer is no.” he told the FT.Gods at War by Steven Davidoff Solomon: https://amzn.to/3uNpPJ1Twitter Merger Agreement: https://www.sec.gov/Archives/edgar/data/1418091/000119312522176753/d283119dprer14a.htm#toc283119_94Elon Musk Cancellation Letter: https://www.sec.gov/Archives/edgar/data/1418091/000110465922078413/tm2220599d1_ex99-p.htmThe Twitter Lawsuit: https://assets.bwbx.io/documents/users/iqjWHBFdfxIU/rvMR5WrmwCGQ/v0Patrick's Books:Statistics For The Trading Floor:  https://amzn.to/3eerLA0Derivatives For The Trading Floor:  https://amzn.to/3cjsyPFCorporate Finance:  https://amzn.to/3fn3rvC Patreon Page: https://www.patreon.com/PatrickBoyleOnFinanceVisit our website: www.onfinance.orgFollow Patrick on Twitter Here: https://twitter.com/PatrickEBoylePatrick Boyle On Finance YouTube Channel Support the show

(1:28) - The guys open Friday's show detailing the 1% rise in retail sales for June, which followed a slight decline in May.(12:28) - Touching on China's 0.4% growth in Q2; Their lowest growth since the pandemic began.(23:34) - Delivering breaking news that the preliminary hearing between Elon Musk & Twitter will take place on Tuesday in the Delaware Court of Chancery.(36:19) - Discussing how high gas prices are causing a surge in demand for electric vehicles, but EV supply is unlikely to match the demand.

Twitter (TWTR) filed a lawsuit against Elon Musk in the Delaware Court of Chancery after the billionaire said he was terminating his $44 billion deal to buy the company. Twitter stated that Musk, after entering a binding merger agreement, now “refuses to honor his obligations to Twitter and its stockholders because the deal he signed no longer serves his personal interests.” Twitter's lawsuit was expected after Musk said late last week that he no longer plans to buy the social network, citing Twitter bots and claiming that the company didn't give him the information he needed to evaluate the deal. The lawsuit filed on Tuesday marks the beginning of what could be a protracted legal battle as Twitter seeks to hold Musk to his deal to pay $54.20 per share for the company, and as Musk seeks to be let out of the agreement. Norway's Equinor is to acquire U.S.-based battery storage developer East Point Energy after signing an agreement to take a 100% stake in the company. Equinor, the major producer of oil and gas, said that Charlottesville-headquartered East Point Energy had a 4.1-gigawatt pipeline of “early to mid-stage battery storage projects focused on the US East Coast.” Electric vehicle startup Canoo (GOEV) said Tuesday Walmart (WMT) has agreed to buy at least 4,500 of its upcoming electric delivery vans, in a significant win for the embattled vehicle maker.

Twitter will fight in the Delaware Court of Chancery to compel Musk to follow through on his agreement to buy the company

A messy legal fight is brewing after Elon Musk announced he was terminating his deal to buy the social media platform Twitter, citing an irreconcilable disagreement with the company over fake and spam accounts.The world's richest man has previously accused Twitter of "resisting and thwarting" his attempts to access information about fake accounts, saying the deal could not progress until the issue was settled.Musk claims up to 20 per cent of Twitter's 229 million users could be fake. The company itself insists the true figure is about 5 per cent."Musk is terminating the merger agreement because Twitter is in material breach of multiple provisions of that agreement, (and) appears to have made false and misleading representations, upon which Musk relied when entering into the merger agreement," the Tesla and SpaceX CEO's lawyers wrote in a letter to Twitter.Twitter shares fell 6 per cent in extended trading on Friday, as weeks of speculation that the deal was in jeopardy continued to grow.Responding to Musk's attempted withdrawal, Twitter Chairman Bret Taylor signalled the company would go to court in an effort to force him to go through with the deal."The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Musk and plans to pursue legal action to enforce the merger agreement," Taylor wrote in a social media post, retweeted by Twitter CEO Parag Agrawal."We are confident we will prevail in the Delaware Court of Chancery."Meanwhile, an anonymous Twitter employee told NBC News Musk's decision felt like a victory, of sorts."I guess it feels like we won. But it feels like the end of the movie, where the characters are bloodied and bedraggled with a Michael Bay explosion behind them," the worker said."We could see this was coming, but in the meantime, he's f***ing destroyed the company."The New York Times reports that an internal memo has been sent to Twitter's employees asking them to refrain from commenting publicly or privately."Given this is an ongoing legal matter, you should refrain from tweeting, Slacking, or sharing any commentary about the merger agreement," wrote the company's general counsel.Musk's reason for withdrawingIn their letter, addressed to Twitter's Chief Legal Officer Vijaya Gadde and revealed by a filing with the US Securities and Exchange Commission, Musk's lawyers argued the company had breached its obligation to provide him with the information requested "for any reasonable business purpose related to the consummation of the transaction"."Twitter has not complied with its contractual obligations. For nearly two months, Musk has sought the data and information necessary to 'make an independent assessment of the prevalence of fake or spam accounts on Twitter's platform'. This information is fundamental to Twitter's business and financial performance and is necessary to consummate the transaction," lawyer Mike Ringler wrote."Twitter has failed or refused to provide this information. Sometimes Twitter has ignored Musk's requests, sometimes it has rejected them for reasons that appear to be unjustified, and sometimes it has claimed to comply while giving Mr Musk incomplete or unusable information."He said Musk had made "numerous follow-up requests" aimed at "filling the gaps in the complete information Twitter provided". Rumours circulated this week suggesting Elon Musk was trying to pull out of his agreement to purchase Twitter. Photo / Getty Images"In short, Twitter has not provided information that Musk has requested for nearly two months notwithstanding his repeated, detailed clarifications intended to simplify Twitter's identification, collection and disclosure of the most relevant information sought."As Twitter has been on notice of its breach (of the merger agreement) since at least June 6, any cure period offered to Twitter under the...See omnystudio.com/listener for privacy information.

0:00 Intro.1:37 Start of interview2:19 Joel's "origin story". He grew up in Stamford, Connecticut ("it was a land of many corporate headquarters"). He went to Wharton undergrad and U. Penn Law School. Later, he clerked at the Court of Chancery in Delaware and worked at Skadden's Wilmington office in Delaware "[the office] had been built around the hostile takeover litigation in the 1980s." In 1995, he joined a new litigation boutique with Stephen Lamb (later Vice-Chancellor of the DE Court of Chancery). Andre Bouchard (later Chancellor of the DE Court of Chancery) joined in 1996.5:35 The difference between plaintiff and corporate/defense firms, starting at law schools and law student recruitment.7:04 On the historical evolution of stockholder litigation. Joel teaches a course on stockholder litigation at Penn Law School and Michigan Law School. On how the hostile deals in the 1980s changed the stockholder litigation landscape: "Many of the largest and most sophisticated law firms were suing each other, and that's where most of the law was created."10:50 On the evolution of class action and derivative actions in stockholder litigation.13:01 On the concept of Fraud on the Board. "Commission of fraud on the board is an omnipresent temptation for self-interested controllers, activist stockholders, officers, financial advisors, and their legal counsel. Fraud can be used to put a company in play, steer a sale process toward a favored bidder, suppress the sale price to a controller, or make a favored bid look more attractive."15:56 "Not long ago, over 90% of deals over $100m were sued on, and in most of those cases the stockholders got nothing (prevalence of disclosure settlements)." He advocated for the elimination of disclosure settlements. "In about 2015, the litigation landscape changed." 23:40 On the evolution of Section 220 books and records stockholder demands.26:37 How director oversight duties have evolved ("Caremark claims"). The impact of the Delaware Supreme Court case of Marchand (2019) focused on food safety. 30:12 How Boeing's stockholders obtained approval from the Delaware Court of Chancery for a landmark US$237.5 million settlement of derivative claims targeting the company's board for safety failures that led to catastrophic crashes of two 737 MAX jetliners in 2018 and 2019. *The company disclosed that the two crashes caused US$20 billion in non-litigation costs and more than US$2.5 billion in litigation costs.35:16 On private venture-backed company deal-making and litigation, particularly in Silicon Valley. The Good Technology case, where director defendants and their affiliated VC funds settled for $17m and the financial advisor JP Morgan settled for $35 million for claims against  arising out of challenge to dual-track sale/IPO process that resulted in sale of company to BlackBerry Limited.40:24 "It's hard to find plaintiffs [in Silicon Valley], there are different obstacles and roadblocks to litigation."42:38 "In [private venture-backed companies] sometimes you don't have directors who have experience in certain situations, like selling a public company (sophistication of M&A in public settings)."43:48 "What is ubiquitous is financial advisor conflicts of interest, in Silicon Valley or in any other public company scenario." The example of the Good Technology case.45:35 On conflicts of legal counsel in deal-making (criticism of law firm behavior). Example: $690 million damages award based on controller's reliance on outside counsel's legal opinion.47:44 The 1-3 books that have greatly influenced his life (that he's re-read the most):The Great Gatsby,  by F. Scott Fitzgerald (1925)The Trial, by Franz Kafka (1925)Books by Professor Philip Reiff (sociologist from the U. of Pennsylvania), such as Fellow Teachers, the Triumph of the Therapeutic, Freud: the Mind of a Moralist.49:08 - Who were your mentors, and what did you learn from them? Philip Reiff, at U. of Pennsylvania.Chancellor William T. Allen.Stuart Shapiro (in litigation).53:04 - Are there any quotes you think of often? In a NYT review of the autobiography of Sammy the Bull Gravano he read a quote that said "At some point you've got to ask yourself, are you going to continue being a punk, or are you going to become a racketeer?"52:40- An unusual habit or an absurd thing that he loves: Twitter. 53:27 - The living person he most admires: Volodymyr Zelensky.Joel Friedlander is a partner at Friedlander & Gorris. He has over 25 years of experience litigating breach of fiduciary duty actions and contract disputes relating to the control of Delaware entities.__ 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

Delaware recently reaffirmed its status as a sandbagging state, allowing buyers to bring claims against sellers for breaches of representations and warranties, despite buyers' awareness of these breaches before closing. In this Sidecar episode of Committed Capital, Dechert's Christian Matarese and Daniel Rubin discuss the arguments for and against sandbagging, new guidance from the Delaware Court of Chancery on sandbagging under Delaware law, and market practice on this deal point.  

What you'll learn in this episode: Why Amy onboards new law firms with a day of learning, and why familiarity with the business is crucial for long-term relationships with law firms  Why it is beneficial to have parallel relationships between the level of law firm associates and the level of in-house counsel Why law firms that are passed over by in-house counsel in the first round shouldn't give up on forging a relationship How junior attorneys can build relationships with in-house counsel without overstepping boundaries Why diversity and inclusion is more than just a buzzword About Amy Yeung Amy Yeung is General Counsel and Chief Privacy Officer, for Lotame, the world's leading unstacked data solutions company. Recognized as an expert in digital data and privacy, Yeung was previously Deputy General Counsel at Comscore, which she successfully helped guide through a corporate crisis. She also served as Vice President of Legal at Dataminr and Assistant General Counsel for ZeniMax. Yeung earned a J.D. from Duke University School of Law and a B.A. in political science from the University of Chicago. Additional resources: Amy Yeung's LinkedIn: https://www.linkedin.com/in/amy-yeung-0518883/ Lotame - Website: https://www.lotame.com/ Facebook: https://www.facebook.com/LotameSolutions LinkedIn: https://www.linkedin.com/company/lotame/ Twitter: https://twitter.com/lotame Law Firm Marketing Catalyst Podcast The relationship between law firms and in-house counsel is complex, but it boils down to one thing: how well each party understands the other. That's a lesson Amy Yeung, General Counsel and Chief Privacy Officer at Lotame, has learned all too well during her time as in-house counsel. She joined the Law Firm Marketing Catalyst Podcast to talk about how she selects the law firms she works with, how junior attorneys can prepare for partnership, and why diversity and inclusion isn't just a fad. Read the episode transcript here. Sharon: Welcome to the Law Firm Marketing Catalyst Podcast. Today, my guest is Amy Yeung, General Counsel and Chief Privacy Officer at Lotame Data Management. The Lotame Data Management platform is a data collection application that gathers and unifies audience data from a plethora of sources such as blogs and websites as well as offline information. Today, we'll hear more about that as well as how Amy evaluates and selects outside counsel. Amy, welcome to the program. Amy: Thank you so much. I'm delighted to be here. Sharon: Thank you so much. It's great for you to talk with us. Give us an overview of your career path. You're quite accomplished. Amy: You've very kind and generous, thank you. I went to law school, and from that, I clerked in the Delaware Court of Chancery under Vice-Chancellor Parsons, which was a phenomenal experience and gave me a chance to look at corporate law and corporate law litigation. After that, I joined the wonderful firm of Wilmer Cutler Pickering Hale and Dorr, where I was in a very broad securities group that included regulatory litigation enforcement as well as some corporate work. It was from that point in time that I took, let's call it, an early detour.  These days it's a little different, but at that time, going in-house was not expected, certainly not at those mid-level years. I spent nearly seven years at my first in-house counsel role. They were a publisher, and I helped them expand it for print and software across to a global platform. It was a phenomenal experience. I really enjoyed it. I think for all the lawyers and law firm individuals in the audience, it was a great way to get your chops and have an opportunity to work through a variety of issues, for me, squarely in the software and data space. During that time, I became a subject matter expert in data privacy and product counsel, which I mentioned. These days it has a name and phrase; back then, not so much. I also gained understanding of hardware, software, intellectual property and a lot of those issues. It's from that experience that I became general counsel for the then-unicorn in New York. There was another company that had already gone public, and this company, Dataminr, focused on social media and big data in the software and data space. In that regard, I helped them scale and easily pivot in significant ways. My work for Dataminr included things like getting certain tweets better geolocated and specific to subject matter that is an interest and for organizations like, say, the Orlando Pulse nightclub.  At that point in time, when there was a shooting in a gay nightclub, it provided media opportunities, like there were eyeballs inside the club just because of the number of people that were tweeting about the situation indoors. It really has made and continues to make such an impact on how we think about tweets, how tweets can be used in the broader public policy and global arena. These days when we get news, there's a reason why there are now tweets incorporated in stories about Pulse. Otherwise a journalist would have to go and search for them instead of tweets just being provided and shared by somebody.  From there, I went to Comscore, which was going through a corporate crisis. Two public companies merged, and then weeks later, an SEC investigation was announced for corporate recognition. So, I was comprehensively redoing business development with clients and redoing data privacy in light of the impending GDPR requirements. They were going through a lot of financial and other considerations. Where I am today is Lotame, which is still in the space which focuses on advertising technology, and in that regard, continues to do a lot of data collection. I continue to stay in software and data, but I'm particularly in this area. I help companies and organizations get to audiences and bridge the gap and encourage the sale of the products that we sell.  Sharon: It seems like an amazing application and platform, to be able to gather all this data from different sources and build a picture of who you're targeting or where they are. Amy: That's absolutely right. Certainly, many of the companies I've been involved with have a component of that. At ZeniMax, they started, frankly, in the digital age and did digital advertising when very few people were focused on that, not knowing, of course, that there would be a big pivot in the coming years. They do have a platform to be able to incorporate advertising data themselves. Dataminr had a slightly different use scenario, especially when it comes to where the true value is in the company, but being familiar with how one uses those platforms to derive those insights is very much fundamental to Comscore.  What we want to focus on, which is to your point, Sharon, is really understanding who your audience is, trying to drill down and get that full picture. Also, as we all realize, we have a laptop for work; we have a different laptop for personal use; there's a phone. What we do on each of these devices is very different, and it's also very different from how we watch TV or use Roku. These days, as I know we all realize as marketers ourselves, are trying to get that singular picture, which is very complex. We're not trying to bombard you across all the platforms, in most instances anyway. We're trying to get a personal product directed to you when you're using your personal device, as compared to a work-related product when you're using a work-related device. Sharon: It sounds like as you've been building your career, you've had to learn about marketing, or get more into marketing. How has that been for you, as somebody who didn't study that in school? All lawyers have to be marketers, yes, but— Amy: That's absolutely right. You're so on point. I'll say one thing here is knowing what your core products are at the heart. I serve as strategic advisor to these companies. Of course, there are certain areas in the law, in data privacy, in intellectual property, that could put me in a much larger position or disproportionate position to be able to serve as a strategic advisor as the companies themselves pivot what they're trying to sell. That's certainly one of the key areas, but to your point, other things I didn't study in school include the business of the business itself, as well as the marketing. I am grateful to have individuals who are generous with their time to help me understand what they do, which gives me the opportunity to think about how I can service them and service their needs. Also, frankly, I'm a consumer just like everybody else. There are lots of things I like buying. In that vein, perhaps different from some of the other areas of my practice, it is intuitively helpful to have those analogies, because I'm a consumer just like anybody and everybody else. Keeping my finger on the pulse of how marketing turns and what those initiatives are helps me round out the picture, which in turn helps me become the best strategic advisor I can be. Sharon: I would imagine that when you're evaluating outside counsel, or when a lawyer's trying to get to know you, that demonstrating that understanding would be very important to you. Amy: It's essential for every company I work with. I will say that, especially when it comes to law firms, one of my expectations—and I know this is not typical, although perhaps it may not be far off the standard—is that I always expect our new law firms to onboard with a day of learning with us. I say that because I have been counseling disruptive companies across all life cycles, so many of these companies are going through a significant change. It's not standard work, and I'm not looking for a standard law firm; I'm looking a partner in the long run. In order for you to best serve me, and for me to be able to best serve my clients, it means understanding what the business does, understanding where the asks are coming from in the big picture. It also relates to the level of risk, because in each of these companies there has been a different risk. There have been different short-term and long-term risks that we know and need to balance. That is the explanation to how there have been some wonderfully successful law firms I've worked with in the past. I think we all recognize and agree that the legal answer needs to be massaged in shape for the client, but it's really difficult, I think, for the law firms and partners and teams to give unqualified advice if you don't have familiarity with the types of choices and operational work the company is going through. Some of that is default. For a large, multinational public company, you can probably guess what that risk is going to be, or for a public company in a corporate turnaround. That probably gives you some ideas you can guess at, but there's still a wide variety. The day of learning is very much an investment with both parties, both the partners and anticipated staff on my side, individuals and executive leadership—who also have busy days—to share in terms of understanding what everybody does.  Sharon: When you select outside counsel, are you looking at it for your clients or for your company, or for both? Who are you choosing for? It sounds like you're advising your clients as to who would be a good firm to talk to. Amy: Yeah, there's a little bit of that. Obviously, when I say client, I mean the people in the company I service. Some of it's a little bit of both of those pockets. As general counsel, I'm looking at their whole company's profile and what the risk is. There's certainly a level of understanding what we can do on the legal side to make sure we've got a well-rounded team, which includes reaching out to outside counsel and drawing the line between what's in and out based on experiences with what the company's gone through and the current legal team. After that, selecting a law firm and understanding their expertise and niche is, perhaps to your quite astute point, Sharon, a little bit of magic as well as a science, in that you are looking for the right fit, the right team with the leader, what their fundamental goals and purposes are. That can significantly narrow or generally broaden the number of law firms that are in that pipeline. I will say for me, the best practice, both normatively as well as philosophically, is that I will ask for multiple RFPs from different law firms. I want to give everybody a shot. I also want to give many individuals an opportunity to get to know us, because even if this time it doesn't work out, it still gives us exposure and a learning opportunity. I think fundamentally, that's important. Sharon: Have you ever gone back to a firm when you initially selected a different firm, but the other firm stuck in your mind? Something came up and you went back to them and said, “This would be great for you,” or “I'd like to work with you on this.” Amy: Yeah, I think that goes along with the philosophical approach of a long-term partner. It doesn't make sense, in my opinion, to spend that much time thinking about an isolated circumstance. I think there's a lot to be learned. Frankly, I wouldn't be doing an RFP if the team wouldn't be learning something new. To your point, there are several times I can think of off the top of my mind. I might not have any doubt, but either we learn something new, or, frankly, it comes down to the way the firm continues to build and maintain their relationship. They've already given more reason to take a look at them a second time. Sharon: How have they continued to build? How would you suggest somebody continue to build on that initial contact of presenting an RFP? How do they build and maintain that relationship and demonstrate that they would be the firm for you the next time around? Amy: There are any number of ways a firm can do this. I'm thinking about discrete examples that can be useful. I think it's fair to say we all get hundreds of emails a day, so adding a line to a newsletter, while it may be on point, doesn't actually help me winnow down what's useful. There are a number of partners, for example—and not even partners, associates—who will add another line or two as they forward, to say specifically, “Take a look at X, because I think X would be applicable.” By definition, if they catch my eye, it gives me the opportunity to examine a lending opportunity and say, “Yes, that was very much on point,” or “No, it wasn't.” It's a next step which in and of itself I see as a learning opportunity.  There are events, for example. I know it is frequent that people want to send those along. It's often useful for the contextualization, such as, “This event might be of use in particular. When we talked about X, I thought the panel at Y would be really useful to you.” Again, it's an opportunity to learn more about us. It's an opportunity for them to respond and think about somebody on the team, if not myself, to join. There are a number of conferences and events that law firms have and host. You can see where I'm going with this item. Knowledge about that for in-house counsel, especially when compared to my law firm experience, resources are far fewer. Being able to quantify that, especially in a discrete way for my team, is helpful. We've all got so many virtual panels right now, so having a virtual panel, a virtual conference alone, is not necessarily going to move the needle. But again, being tactful about it paves the way for that type of relationship, because I know you're not going to inundate me; I know you're already working hard to understand the business in different ways. That is a distinguishing factor, in my opinion, with a number of law firms and individuals who reach out.  Sharon: I think it's important for lawyers and marketers to hear the fact that you do consider firms you passed over the first time around. I'm sure a lot of lawyers say, “Well, that was a waste of time,” and put the RFP on the shelf and never look at it or think about you or your needs again, whereas it sounds like it would be worth it for them to build on what they've already invested. Amy: I think that's right.  Sharon: You've been involved in several attorney organizations. Can you tell us about which ones, attorney or personal, that have been most beneficial? Maybe you've identified lawyers there at times because you've gotten to know them. Amy: I'll say as somebody who builds teams, I'm always on the lookout. When I think back to any of the organizations where I haven't otherwise met someone connected with somebody or hired in some capacity—I'm not sure I can think of one where I haven't had that situation. As we all know, talent comes in all shapes and forms, so it's my role to keep my eyes open in that regard. To your first question, Sharon, I certainly had a wonderful and many years with the D.C. Bar and the ADA, both being elected in initial polls with the D.C. Bar as well as some of those roles overlapping with the American Bar Association. I found that organization to be and continues to be wonderful and a great source of broad legal networking and the like. It was great, especially for me in understanding contextually the variety of things that somebody, even in the business law section or another section, could still be involved in. With that said, since then, I've also been very active and involved in other groups, which might arguably be a little smaller in nature. That includes, for example, NAPABA and other voluntary bar organizations. Sharon: NAPABA? I'm not familiar with that one.  Amy: Sure. NAPABA is the National Asian Pacific American Bar Association. It's a great group of individuals. Ultimately, we are not only serving our leadership on the local level with NAPABA D.C., but also on the national level, culminating with my last role as the Chair of Diversity and Inclusion in that committee. I am also serving in leadership as the char elect for the Association of Corporate Counsel, ACC. It provides an opportunity for in-house counsel to come together and share their experiences in a way that, as some would say, avoids the law firm “sharks in water” situation and permits individuals to speak frankly about their experiences. I think the ACC, under this leadership, does a wonderful job of being able to balance that. We all realize it's a full life cycle in terms of needs between companies as well as law firms and law organizations in order for all of us to be successful in our careers. That's been a wonderful set of experiences with law.  Sharon: You mentioned diversity and inclusion. Has that grown in importance? Have you ever experienced that a law firm has brought in a team to meet you, and they had their token Asian, let's say, or their token ethnicity to prove diversity and inclusion? How has that been for you? Amy: I have to say it's been a bumpy road. I'd like to think the issue is much more prominent on its face, and in particular much deeper and richer conversations are happening. To your point, I do still have experiences where individuals will pull together a team and think that's the right message to send to me, but ultimately that message is short-lived and doesn't actually prove itself out in the way the work is done and the way in which the individuals themselves are being paid and compensated. Those are issues and concerns that I have always been of the mind to note. I would be surprised if there's any in-house counsel in a position to hire where that isn't a competitive factor. That's the case, at least for me, in software data, because all of my companies and teams have been global in nature. The reason for that is because from my perspective, it is impossible for me in my role to be able provide the appropriate guidance to a company that has so many points of view. So, I need my teams, whether or not they're inside the four walls of the company, to be able to provide the creative guidance and global perspective in order to advise the business. If they're not able to do that, I'm not doing my job, and if I'm not doing my job, you know what needs to happen.  I've had a lot of success in that. Maybe one can say, “Well, she's in software; she's in data and a lot of things.” I admit that things like pivots of a company, disruptive business ideas, these are all traits that can only encourage a diverse team to be able to come up with creative solutions. I also admit that, at least for a while there, this industry probably entertains larger, greater ideas in that scenario than perhaps a traditional company, but you can't tell me, especially in the days of Covid, that there isn't a company that isn't otherwise struggling for better places broadly in our ecosystem. If I don't have these few clients, I simply don't do enough of a good job for my company. My team is encouraged to think outside of the box, in alignment with the legal requirements of what needs to happen. Where we end up ultimately is another thing, but I want to make sure my team is supportive of the company leads, and in order to do that, we need global views, whether or not that's in data privacy, whether or not that's in intellectual property. We need to be able to see and peer around the corner. The only way we are able to do that is when there are fresh perspectives and multiple perspectives, when we discuss and debate, and then ultimately align with the course of action that comes with the next steps.  Sharon: Do you see things outside of your firm? Do you see things changing in the world of diversity and inclusion, things that are going to stick? Maybe people are saying, “Well, that's the buzzword of today,” like Earth Day was the buzzword decades ago and then it popped up again. At least, that's my interpretation. Amy: Yeah, it's a great question, Sharon, and I thank you for asking it, because it's a very important topic. I mentioned earlier that the conversations these days are richer. By that, I not only mean total conversations and the transparency with which these conversations happen, but also in terms of the metrics that I and a number of other general counsel and chief legal officers expect. We anticipate a more fulsome picture, especially from law firms, in their data. I was just having a conversation last week with a global law firm. They had identified mutual stacks in terms of initial hiring and the like. We all know and recognize that we need to invite diversity of all sorts. It continues to be a work in progress, but is perhaps the easiest of all of the steps to achieve, to be able to then build that in your attention and create that pipeline is something I think all companies or organizations continue to struggle with. This is what I would expect to be the next steps in this dialogue. How has your firm retained diverse individuals moving up? How has your firm been able to elevate? I've worked with partners in law firms to be able to ensure that potential elevations are getting the substantive work that puts individuals in a position to be partner ready. We need that. That, to me, is a full cycle of success for all lawyers. That is the business model that I not only believe in, but I actually put the investment in. That is how this conversation is richer, but we need more people in the conversation, and we need more transparency with respect to how we can advance the profession overall. Sharon: What would your advice be to emerging attorneys or those that want to rise up the ladder, who don't have the sponsorship or patronage you're talking about? I think it's fabulous to be able to say to a partner, “This is a person we need to groom.” How would you suggest that lawyers pierce the corporate veil, in a sense, to get to you? That's my vision of it. Amy: Yeah, that's a great question. I'll add to your good observations what I've described as a dialogue. It happens over the course of a few years, so it's not just me who might say, “You've got an excellent attorney for these following reasons.” It's a way for us to get that full cycle of improving the next generation of attorneys coming in, which is what I hope all juniors in our space want to do. With that said, there are a number of things a junior attorney can do to put themselves on the radar. I know from a law firm perspective, the one thing that is often said is do the best you can do. Always say yes, all of those good things that I don't need to go over in our interview today. But certainly make a mark on the people for whom you work.  These days, more junior attorneys are getting mentorship with their counterparts, which is amazing and certainly didn't exist when I was on the law firm side or when we went to in-house counsel. I think there are more people on the in-house counsel side that create the opportunity for those parallels. I think that would be another thing I would tell junior attorneys to ask, which is to say—at least in my book, I make sure all of my attorneys start getting early exposure with law firm colleagues. It's important not only to understand the cadence and the business model, but also to build upon the ways in which one can create a relationship. If I'm expecting you on my side, that's an opportunity attorneys can ask for on the other side, which is to say, “Look, I'm not going to bill for my time, but it goes without saying there cannot always be a fly on the wall. I'd love to hear that early exposure about the way in which you, senior counsel or partner, are able to manage the client. Help me understand the political dynamic on this case. What's the risk profile?” Being curious and thoughtful about the group picture is something that a decade ago, I don't know that law firms were necessarily thinking about in terms of giving the right answer. That's a terrible generalization. I don't mean it to be quite literal, but what I mean to say is that these days, there are so many more opportunities. It's so much better for senior attorneys to bring in their junior attorneys to have that experience and start giving attorneys earlier opportunities for that exposure to be thinking about as they rise. I'm pretty positive that a lot of junior law firm attorneys I speak with or mentor are looking for that. It's a huge benefit to them in so many different ways.  Sharon: I could see how it would be a tremendous benefit in having the people within the firm know who you are and what you can do, but I'm saying, “Hey, I don't want to wait around for that,” or “Yes, I do that, but I want to get to know you better,” or “I want you to see what I'm learning here.” Basically, how do I get to you without having to wait for the partner to make the introduction or do whatever he or she has to do to get me to you? What's the best way to do that? Speak at conferences? Publish? What are you looking at?  Amy: That's a really great question. Let me see if I can't break it down, because you raise what is, at the essence, a complication of human dynamics. I don't mean that to be so philosophical, but I think that's true, because there's no one way that's going to catch my eye or catch somebody's eye. When you accurately identify, for example, writing an article, that is bound to catch somebody's eye. I don't know if it's going to catch my eye or somebody else's, but you got to put yourself out there. That's the number one rule in marketing, they say. You can't get the business unless you're at least trying to do that. There is some nuance in the other suggestions I raised, which is to say I'm not sure. I wouldn't necessary be advocating for a junior attorney who's on an account to directly reach out to the general counsel without having connected with the relationship partner. Sharon: I understand, but what if the relationship partner—if they don't feel threatened, let's say—says to the junior attorney, “You've got to figure out how we're going to build this relationship with Amy. We have our foot in the door. Where do we go from here? I'm too busy to think about it. You come up with a plan.” What would you say? What would your advice be? You've given us ideas, but how would you help advise him to expand the relationship? Amy: For a junior attorney? Sharon: To maybe go to the relationship partner or one of the partners and say, “Hey, I have Amy's ear. Let's do something with it.” Amy: Yeah, it's a great question. I would hope that all junior attorneys are thinking about how the state of relationship is more than just doing the work and thinking about the bigger picture. Maybe one way I would respond to this—again, this really does boil down to human relations—is that if this individual is involved in other types of organizations, such as the voluntary bar, it's a good opportunity. To answer your question, Sharon, which I think gets to the heart of human dynamics, I would hope that every junior attorney is thinking more broadly than just, “Let me do the work that's being asked of me,” and they are learning more about the client; they're thinking about the business relationship and, in particular for those who want to help develop the business, are taking all of the experiences they're learning from in each of their client matters and understanding where the core of that relationship is. That relationship can change quite drastically, whether it's a core corporate client of the law firm versus somebody who's smaller.  To answer your question more specifically how a junior attorney might be able to help expand, I think this is also where things like bar associations or just your knowledge on the street might be helpful. There might be something that comes in over email that they can forward on to the partner to say, “Hey, the law firm is doing this, and I think it would be great to forward for X client. I'm happy to do it unless you prefer to do it.” This is also where having parallel relationships between the level of the law firm associate and the level of in-house counsel can be helpful, because now you're not having to go up and down the ladder, so to speak, but rather you can just forward that on to the mid-level, and it's probably something you are both interested in, in terms of expertise or takeaways. Another way to do it is if you are learning about something yourself, bullet point three to five takeaways and share them with the partner for the panel. The recording might be of interest to the associates you're generally working with at that company, or it could be something you send directly to your midlevel. Again, if it's something new you've learned, I suspect it might be something your counterpart in the company might also be interested in, or at least it's an opportunity for you guys to be able to synch on knowledge. Sharon: I think that's wise. What you said is almost the essence of this whole conversation. First of all, I want to make it clear: I'm not advocating for anybody to go jump over their senior professional, their partner, whoever, even though I've seen that. The relationship doesn't end up very well. That's not what I'm advocating for. I do think what you're talking about is level-to-level, in a sense that the rising professional, the rising outside in private practice, if they are building that relationship with somebody around the same level in-house, how that could work in the long run very well, if one assumes they are providing value. Maybe I'm naïve, but some of the things you're talking about, I don't have to bring them up because—doesn't everybody say, “O.K., the bottom line is you've got to do good work, and you got to let everybody else know you're doing that good work”? I guess I skip over that because, to me, it's a given. Maybe it isn't. Amy: No, I wish it were a given. It wasn't in my life. I'm still struggling with that. I think studies show, actually, that is not a given with cultural considerations. Some assume that the work speaks for itself, so it is a plea to them to acknowledge, in a tactful way, what you're doing and elevate that. That's an art, and we all have to practice it. To your point, I'd love to think it's a given, but I don't think it is. Doing good work is also contextualized. I've said for many years, for myself as well as from others when listening to them identify, that you have to do the best work you can do, but what exactly does that mean? I think in this day and age, what it means to do good work is to understand what your fundamental client needs are, and that oftentimes isn't information you necessarily get from the first round. You have to be proactive about understanding that. That goes not just for the junior attorneys, but also for the relationship partners and the individuals who are working on the matters. Sharon: I think that's very sound advice, sound thoughts. We could have a whole conversation about what doing good work is. Amy: We certainly could. Sharon: Amy, thank you so much for being here today. Amy: Thank you so much. I really appreciate the invitation, Sharon.

Coming up in this week's episode: HIV Scotland fined £10000 after data breach, Centre for Computing History data breach, Italian Celebrities details leaked, Thailand Tourists data for last 10 years leaked, Amazon appeals against record GDPR penalty, Acer Taiwan data breach, Delaware court rules in favour of Marriott Hotels after class action, Sinclair Broadcast Group WZTV data breach, University Medical Center of South Nevada data breach, Dental data leaked in data breach across 10 US States, Saudi Arabia introduces PDPL, their GDPR equivalent. Update on EU Standard Contractual Clauses

Explaining how to Obtain a Subrogation Recovery https://zalma.com/blog Equity allows creative remedies for wrongs that do not fit within the confines of traditional tort or contract remedies (i.e., with cash). The ancient maxim “for every wrong there is a remedy” (California Civil Code § 3523) applies to subrogation rights. The maxims were adopted from the common law of England and are relied on in all jurisdictions. In California, the maxims were codified in its Civil Code. The purpose of equitable subrogation is “to prevent forfeiture and unjust enrichment.” [Eastern Savings Bank, FSB v. Pappas, 829 A.2d 953, 957 (D.C.2003)] The roots of equitable subrogation lie in the concept of remedying a mistake. In Hicks v. Londre, 125 P.3d 452, 458 (Colo.2005) the Colorado Supreme Court observed that equitable subrogation is appropriate when mistake is involved. [Joondeph v. Hicks, 235 P.3d 303 (Colo., 2010)] Equitable subrogation is a doctrine that allows one who has discharged the debt of another to succeed to the rights of the satisfied creditor. For example, if Creditor # 3 pays off a debt owed to Creditor # 1 by the same debtor, equitable subrogation would enable Creditor # 3 to jump ahead of Creditor # 2 in priority for repayment. The doctrine, which began in the English courts of equity as a way for a surety to seek repayment from a defaulting debtor, has been applied by the Delaware Court of Chancery for over a century. [Eastern Savings Bank, FSB v. Cach, LLC, Supreme Court of Delaware, 124 A.3d 585 (2015)] ZALMA OPINION Subrogation is an equitable remedy and with the assistance of a professional claims person becomes a profit center to an insurer since it can reduce or fully reimburse the insurer for monies paid to an insured. Every claims investigation must include an investigation of subrogation potential. © 2021 – Barry Zalma Barry Zalma, Esq., CFE, now limits his practice to service as an insurance consultant specializing in insurance coverage, insurance claims handling, insurance bad faith and insurance fraud almost equally for insurers and policyholders. --- Support this podcast: https://anchor.fm/barry-zalma/support

The Agenda

Now that we have discussed Court adjuncts and appointments, we discuss how to mediate successfully a Business Court dispute. In this fourth episode of our podcast series, we speak with some of the best Business Court mediators in the country, and a current and former Vice Chancellor on the Delaware Court of Chancery. Our featured speakers this episode include: The Honorable Gail Adler, The Honorable Donald J. Parsons, Jr. and The Honorable Joseph R. Slights, III. The panelists discuss challenges in mediation, timing considerations, term sheets and the types of proposals used by mediators, among other topics.

Mayer Brown partners Andrew Noreuil and Joseph Castelluccio and associate Ryan Ferris discuss the ordinary course of business in the shadow of the pandemic, focusing on the recent Delaware Court ruling that measures resulted in breach of covenant.

Mayer Brown partners Andrew Noreuil and Joseph Castelluccio and associate Ryan Ferris discuss the ordinary course of business in the shadow of the pandemic, focusing on the recent Delaware Court ruling that measures resulted in breach of covenant.

FEATURED GUESTSLeo E. Strine Jr.Leo E. Strine, Jr., is of Counsel in the Corporate Department at Wachtell, Lipton, Rosen & Katz. Before 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 had served on the Delaware Court of Chancery as Chancellor since June 22, 2011, and as a Vice Chancellor since November 9, 1998. In his judicial positions, Mr. Strine wrote hundreds of opinions in the areas of corporate law, contract law, trusts and estates, criminal law, administrative law, and constitutional law. Notably, he authored the lead decision in the Delaware Supreme Court case holding that Delaware’s death penalty statute was unconstitutional because it did not require the key findings necessary to impose a death sentence to be made by a unanimous jury. Mr. Strine holds long-standing teaching positions at Harvard and the University of Pennsylvania, where he teaches diverse classes in corporate law addressing, among other topics, mergers and acquisitions, the role of independent directors, valuation, and corporate law theories. He is a member of the American Law Institute, and currently serves as an advisor on the project to create a restatement of corporate law. Mr. Strine also serves as a Senior Fellow of the Harvard Program on Corporate Governance and as an advisor to Penn’s Institute for Law & Economics. From 2006 to 2019, Mr. Strine served as the special judicial consultant to the ABA’s Committee on Corporate Laws. He also was the special judicial consultant to the ABA’s Committee on Mergers & Acquisitions from 2014 to 2019.Mr. Strine speaks and writes frequently on the subjects of corporate and public law, and particularly the impact of business on society, and his articles have been published in The University of Chicago Law Review, Columbia Law Review, Cornell Law Review, Duke Law Journal, Harvard Law Review, University of Pennsylvania Law Review, and Stanford Law Review, among others. On several occasions, his articles were selected as among the Best Corporate and Securities Articles of the year, based on the choices of law professors.RELATED RESOURCESStrine Jr, Leo E. "Toward Fair and Sustainable Capitalism: A Comprehensive Proposal to Help American Workers, Restore Fair Gainsharing Between Employees and Shareholders, and Increase American Competitiveness by Reorienting Our Corporate Governance System Toward Sustainable Long-Term Growth and Encouraging Investments in America’s Future." (October 3, 2019).Strine, Leo. "Toward Fair and Sustainable Capitalism," Harvard Law School Forum on Corporate Governance. (October 1, 2019).“About the Division of Corporations.” Delaware Division of Corporations (accessed June 17, 2020), https://corp.delaware.gov/aboutagency/.Warner, Judy. "Don't Let Me Be Misunderstood” (An interview with Delaware Supreme Court Justice Leo E. Strine Jr.) NACD Directorship magazine (May/June 2015).

Post By: Adam Turteltaub For years In re Caremark was the definitive decision from the Delaware courts on board oversight of compliance programs. Decided in 1996, the Delaware Court of Chancery held that directors had a duty of care. However, as Rebecca Walker of the firm Kaplan & Walker explains in this podcast, the bar was still a bit low. The Board could only be held responsible, the Court found, if it utterly failed to implement monitoring and reporting systems, or consciously failed to oversee them. Now, though, thing seem to have changed. In Marchand vs. Barnhill, the Delaware Supreme Court held that, if boards fail to put in place a reasonable system of monitoring and oversight in key compliance risk areas, they may be subject to liability for related compliance failures. The Court wrote: “Caremark does have a bottom-line requirement that is important: the board must make a good faith effort—i.e., try—to put in place a reasonable board-level system of monitoring and compliance." Listen in as she outlines the Court’s decision and the implications for board oversight of compliance programs. And, to learn more, SCCE members can look up her article in the SCCE magazine or on Cosmos.

In this episode, Head ​de•novo Editor Zachary Silver sits down with Dan Listwa and Brad Polivka to discuss their Essay, First Principles for Forum Provisions, published in ​de•novo in September 2019. They spoke about how the Delaware Court of Chancery's recent decision in Sciabacucchi v. Salzberg erroneously relied on a state's territoriality to invalidate federal forum-selection provisions in corporate charters, the history of choice of law, and how a decision truly grounded in first principles would have employed a more nuanced approach dating back to the early Republic: comity.

Corporate board members have an obligation to oversee and monitor a company's compliance program.  In two recent cases, Delaware courts have tightened the standard governing board liability under the Caremark decision.  Several months ago, in a case involving the Blue Bell Ice Cream listeria outbreak, the Delaware Supreme Court applied a heightened standard when relating to "mission-critical" issues involving food safety to a food company.  In another decision, on October 1, 2019, in Clovis Pharmaceuticals, a Delaware Court denied a motion to dismiss a complaint finding that a board's failure to react to red flags concerning a clinical trial protocol satisfied the Caremark standard. In this Episode, Mike Volkov discusses these two important cases and board member liability under Caremark.

This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year 2018. The cases selected either meaningfully changed Delaware law or provided clarity or guidance on issues relevant to corporate and commercial litigation in Delaware. Among cases selected, in City of North Miami Beach General Employees’ Retirement Plan v. Dr. Pepper Snapple Group Inc., 189 A.3d 188 (Del. Ch. June 1, 2018) (Bouchard, Chancellor), the decision arose out of a merger involving the Dr. Pepper and Keurig companies. In a reverse triangular merger, the parent company uses a subsidiary to acquire a target, with the target absorbing that subsidiary. The result was Dr. Pepper stockholders getting cash but retaining their stock, and Keurig’s stockholders getting a controlling interest in Dr. Pepper. Certain Dr. Pepper stockholders sued in the Court of Chancery, asserting that they had appraisal rights to a judicially determined fair value in connection with the deal under Section 262 of the Delaware General Corporation Law (DGCL), which were being violated. The statute makes appraisal rights available to stockholders of a “constituent corporation.” As this decision holds, that term means an entity actually being merged or combined, and not the parent of such an entity. Since Dr. Pepper itself did not merge or combine, its stockholders had no appraisal rights. Key Takeaway: Under Dr. Pepper, stockholders of a parent in a reverse triangular merger lack appraisal rights.

J. Travis Laster ’95, vice chancellor of the Delaware Court of Chancery, discusses his experiences overseeing legal disputes in an age of increasing shareholder activism from mutual funds, hedge funds and corporate activists. The Delaware Court of chancery is widely recognized as the pre-eminent forum for corporate legal disputes, because the majority of U.S. businesses are incorporated in the state. (University of Virginia School of Law, February 1, 2019)

RUNNING TIME: 3 Hours 41 MinutesHosted by Don Tony SYNOPSIS: Episode 26 (06/26 - 07/02) "Match Of The Century" at Comiskey Park: Buddy Rogers vs Pat O'Connor Muhammad Ali vs Antonio Inoki: Boxer vs Wrestler Audio: Bob Backlund vs Jimmy Snuka Cage Match at MSG (Voted PWI Match Of The Year 1982). Audio: Stan Hansen stripped and Nick Bockwinkel awarded AWA Heavyweight Title. Audio: Ric Flair leaves WCW over contract dispute. Original audio announcements, plus comments by Ric Flair and Jim Herd. This Week's Retro Non-Wrestling Flashback: 1991. Perry Saturn works WWF shows as Peter Motts. Booker T and Stevie Ray make WCW debut - in chains and shackles? Waylon Mercy makes WWE Raw debut against Jeff Hardy. Winner's (Abismo Negro) loses Mask vs Mask match against Super Calo. Looking back at AAA TripleMania III. Ultimate Warrior wrestles last ever WWF/WWE match. Audio: Paul Bearer reveals story behind Kane and Undertaker murdering his family. WCW presents Pay Per Listen 'Saturday Nitro' event. Audio: Jim Cornette looks back at his one and one appearance for ECW in Philly. Audio: Michael Cole makes his WWE TV debut interviewing LOD. Kane vs Jerry Lawler main events Memphis Power Pro Wrestling. Audio: 20 Year Anniversary of Mankind vs Undertaker HIAC match at King Of The Ring. Kane def Steve Austin for WWF Title. FMW Atsushi Onita makes one and only appearance for ECW in Philly. King of The Ring tournament wins for Ken Shamrock, Kurt Angle, and Billy Gunn. Audio: Do you remember the NWO Wrestling Hotline? Tod Gordon 'attacks' Dennis Coraluzzo and invades NWA event with 'ECW' talent. WWF holds first round matches for Brawl For It All Tournament. Paul Heyman and ECW sign 3 Year Contract with TNN and deal with Pioneer Home Video. Audio: Vince McMahon on Conan O'Brian. KOR: Shane & Vince McMahon def Steve Austin for 100% ownership of WWF. Undertaker vs Steve Austin draw highest rated match in Cable TV history: 9.5 Rating and almost 11 Million Viewers. Overall, Raw def Nitro 6.8 to 3.6. The Hardys def Farooq and Bradshaw and win WWF Tag Titles. Negotiations with WCW fall thru as Chris Jericho signs three year contract with WWF. Hulk Hogan uses the word 'Polock' during interview on Larry King Live. Mick Foley is introduced as new WWE Commissioner. Delaware Court rules in favor of WWE & Viacom in USA Network Lawsuit. The premature end for ECW on TNN begins. Linda McMahon announces WWF vs WCW InVasion PPV. First ever WCW match airs on WWF TV. Audio: Lance Storm reveals details behind Booker T vs Bagwell WCW match on Raw and WCW's future (or lack thereof). Audio: John Cena makes memorable debut match against Kurt Angle. Bret Hart suffers stroke and fall while riding a bike (with no helmet). Memorable match in Raw history: Undertaker vs Jeff Hardy. Audio: Controversial HBO's Real Sports with Bryant Gumbel airs special on drugs and tragic deaths in pro wrestling. Comments by Roddy Piper lead to his release from WWE. Hulk Hogan reveals on Bubba The Love Sponge Show that he and Mr America are gone from WWE over 'creative' issues. Vince fires Hulk Hogan on Smackdown. Gail Kim debuts on WWE TV and wins Women's Championship. Zack Gowan def Big Show to win WWE Contract. Great American Debacle: Rehearsal footage of Undertaker 'burying' Paul Bearer alive in cement leaks online just hours before PPV. Sable's final WWE PPV appearance. Hulk Hogan makes surprise WWE return after two year absence. CM Punk cashes in MITB Briefcase and wins World Heavyweight Championship. Brian Christopher arrested - again. Rob Black sentenced in federal investigation case involving Extreme Associates. Sheamus makes his WWE TV debut. The original Titus O'Neil blunder: NXT Keg Carry Challenge Audio: CM Punk's infamous 'Pipe Bomb'. CM Punk takes out restraining order against his mother. Infamous Brie Bella Nip Slip during Total Divas segment on Raw. Ricardo Rodriguez suspended; first violation of WWE Wellness Policy. A day in the life of Tenille Dashwood (Emma): Arrested and accused of shoplifting, released by WWE, then rehired after more details surface amidst online backlash by fans. Story behind tragic murders of twin midget wrestlers, La Parkita and Espectrito Jr. And so much more! NOTABLE PRO WRESTLING DEBUTS: Butcher Vachon (1955), Killer Khan (1971), Pierroth (1984), Lady Apache (1986), Lizmark Jr (1991), Donovan Morgan (1996), Lowlife Louie Ramos (1997), Kota Ibushi (2004), Alicia Fox (2006), Liv Morgan (2015) NOTABLE DEATHS: Karl Kowalski 76, Buddy Rogers and Danny Babich 71, Smith Hart 68, George Cannon 62, Big Bad Mama 61, Primo Carnera 59, Matt Borne 55, Uncle Elmer 54, Steve King 46, Mike Dibiase 45, Junkyard Dog 44, Matt Cappotelli 38, La Parkita and Espectrito Jr 35, Tiger Khan 33 NOTABLE BIRTHDAYS: Ed 'Strangler' Lewis, Dick The Bruiser, Boris Malenko, Abismo Negro, Villano #1, Jackie Fargo, Red McIntyre, Mike Lebell, Larry Sharpe, Dean Detton, Percival A. Friend, Damien Steele, and Yukon Braxton (RIP), JJ Dillon and Johnny Saint 76, Terry Funk 74, Duke Keomuka and Leo Burke 70, Davey O'Hannon 67, Frogman Leblanc 66, Danny Davis 64, Bret Hart 61, Damien Demento, Tom Magee and Jimmy Ocean 60, Brakkus 56, Charles Robinson 54, Mike Tyson 52, Heidi Lee Morgan 51, Koji Nakagawa 49, Lady Apache and Amy Weber 48, Heidenreich 46, Scotty 2 Hotty, Joe Gomez, and Desire 45, Matt Striker 44, Ace Darling 43, Ian Knoxx and Marco Corleone 41, Suicide Kid 40, Scott Dawson 34, Cody Rhodes 33, Serena Deeb, Alicia Fox, and Michael Hayes 32, Su Yung 29, Kimber Lee 28 RIGHT CLICK AND SAVE to download the TWIWH EP26 (07/02/18) CLICK HERE to listen to the TWIWH EP26 (07/02/18) online. ITUNES LINK Please subscribe to us on ITUNES ================= PROGRAMMING NOTE: 'TWIWH (EP27)' HOSTED BY DON TONY Your next episode of 'TWIWH (EP27)' will be posted Tuesday, July 10, 2018. In addition to download links, a preview of TWIWH airs every week immediately following the live episode of Don Tony And Kevin Castle Show. #ThrowbackTuesday =============== IF YOU ARE A FAN OF 'DON TONY AND KEVIN CASTLE SHOW' and 'BREAKFAST WITH BLASI' and just can't get enough of the shows, check out our PATREON PAGE! You'll gain access to our Patreon Exclusive shows such as 'The Castle Chronicles' hosted by Kevin Castle, and 'BREAKFAST SOUP' hosted by Don Tony & Missionary (Wrestling Soup), and early access to other content. You also have exclusive access to lost episodes of 'The Minority Report' from 2004/2005, select vintage episodes of 'The Masked Maniac Show', and retro Blackhearts Hotline reports from 2001/2002. In addition to the shows, we hold monthly PPV Predictions Contests and other prize giveaways! And by signing up, you'll help us keep the DTKC Show and BwB free for everyone, and get interactive with DTKC like never before. You get it all for as little as $5! CLICK HERE to visit our Patreon page and gain access now! =============== DTKC SHOW / BwB / BREAKFAST SOUP / MATARRAZ T-SHIRTS ON SALE!Pro Wrestling Tees has launched the only source for T-Shirts of' Don Tony and Kevin Castle Show', 'Breakfast w/ Blasi', 'Breakfast Soup', and even 'Deli Man'! Please visit our T-Shirt store now. More designs will be added shortly. CLICK HERE to visit our T-Shirt Store now! ===============  PROGRAMMING NOTE: DON TONY AND KEVIN CASTLE SHOWYour next episode of the 'Don Tony And Kevin Castle Show' will air Monday July 9, 2018 LIVE at 11:15PM EST following WWE Raw. Thank you to everyone who enjoys what we do. Please spread the word of our show. You are the reason why our show now receives over 150,000 downloads weekly and over six million downloads annually! =============== CLICK HERE FOR STITCHER CLICK HERE FOR IHEARTRADIO CLICK HERE FOR BLUBRRY CLICK HERE FOR IPHONE,IPAD, & IPOD TOUCH APP

On this episode of CorpCast, we continue our “Better Know a Judge” series with an interview of the newest member of the Delaware Court of Chancery, Joseph R. Slights, III. Joe discusses why he took a pay cut while his children are in college, his background, some advice for young lawyers, as well as what he’s looking forward to and dreading when he gets on the bench. Love what you hear? Go to our podcast tab for archived episodes and be sure to follow @DECorpCast for the latest updates. If you have questions or comments, you can reach us at CorpCast@morrisjames.com. Thank you for listening!

The Delaware Court of Chancery resolved an issue of first impression in Espinoza v. Zuckerberg holding that a controlling stockholder's informal expression of assent was insufficient to ratify a board action as to shift the standard of review from entire fairness to the business judgment rule.

On this episode of CorpCast, we’re honored to welcome Vice Chancellor J. Travis Laster of Delaware’s Court of Chancery. In addition to discussing the reasons he came to Delaware to practice law, the Vice Chancellor shares his views from the bench, including some very helpful practice points and advice for younger attorneys. Many thanks to the Vice Chancellor for joining us as our inaugural guest! Love what you hear? Go to delawarebusinesslitigation.com for archived episodes and be sure to follow @DECorpCast for the latest updates. If you have questions or comments, you can reach us at CorpCast@morrisjames.com. Thank you for listening!

Whether you can’t attend the 2015 ABA Business Law Section Spring Meeting in San Francisco or you are attending and still trying to figure out your schedule, we’re giving you a preview of the topics being covered by host Pete Ladig and others on Saturday, April 18, at 10:30 AM in their CLE panel titled 50 Ways to Leave Your Lover, err .. Business Partner: The Essentials of Business Divorce in Privately Held Entities. We’ll review the various aspects of Business Divorce, and hopefully entice you to attend to hear Kurt Heyman, Melissa Donimirski, Eric Milby, Michaela Battista Sozio and Vice Chancellor Donald F. Parsons, Jr. of the Delaware Court of Chancery discuss the issues in more detail. Follow @DECorpCast for conference updates, or contact us at CorpCast@morrisjames.com with questions or comments. We would love to hear from you!

Delaware Court's Former Chancellor Shares His Views on Board, TK Kerstetter, President, Corporate Board Member, Scott Cutler, EVP, NYSE Euronext, William Chandler, Former Chancellor, Delaware Court of Chancery

Changes at the Delaware Court of Chancery, TK Kerstetter, President, Corporate Board Member, Stephen Lamb, Partner, Paul Weiss

Preparing for Major Governance Reform, William Allen, Director, Center for Law & Business, NYU Former Chancellor, Delaware Court of Chancery