Bite-Sized Business Law

Do shareholder proposals compel corporations to speak in ways that violate the First Amendment? Although shareholder proposals have been studied from numerous angles, the concept of compelled speech is fairly novel. And this question raises several other inquiries, including the nature of corporate purpose and the rationale behind negative speech rights in the first place. Joining us to discuss this fascinating proposition is Professor Sean J. Griffith, the T.J. Maloney Chair in Business Law at Fordham Law School, a former Director of the Fordham Corporate Law Center, and an expert in corporate and securities law. Tuning in, you’ll gain insight into Sean’s paper, ‘Shareholder Proposals and the Negative Speech Rights of Corporations’, how the shareholder proposal rule predominantly relates to sociopolitical issues rather than financial or company performance issues, and how it compels corporations to speak on controversial issues. We also touch on a corporation’s right to religious freedom, what companies can do to oppose shareholder proposals and much more, so be sure to listen in today! Key Points From This Episode: Links Mentioned in Today’s Episode: Sean J. Griffith Sean J. Griffith on LinkedIn ‘Shareholder Proposals and the Negative Speech Rights of Corporations’ 'What’s “Controversial” About ESG? A Theory of Compelled Commercial Speech under the First Amendment’ Fordham University School of Law Corporate Law Center

The perception of defaulted sovereign debt investing has swayed between a masterful strategy and a divisive one that preys on poorer nations. To help us make sense of this, we are joined by one of the godfathers of sovereign debt investing, Jay Newman. Jay has had a remarkable career in international finance, he’s a trailblazer in sovereign debt investing, and now, with his first novel, Undermoney, he has also cemented himself as a captivating author. After learning about Jay’s roots and history in finance, he gives us his definition of sovereign debt investing and how he and his company helped to develop the strategy. Then, we dive into the 15-year saga that concluded with one of the biggest hedge fund trades in history: Argentine bonds. Jay gives us his first-hand experience of the drama including how Argentina acted throughout, how he dealt with pitfalls and challenges, Argentina’s fatal mistake, his asset seizure strategy, and the lessons that can be learned from the seizure of The Libertad. We also discover how the Yegiazaryan v. Smagin ruling of 2023 affects sovereign debt investing, what Jay has to say about the negative perceptions of sovereign debt investing, and the ins and outs of his enthralling debut novel, Undermoney. Key Points From This Episode: Yegiazaryan v. Smagin Undermoney Links Mentioned in Today’s Episode: Jay Newman Jay Newman on LinkedIn Jay Newman on X Undermoney Elliott Management Default: The Landmark Court Battle over Argentina's $100 Billion Debt Restructuring Beaufort ‘22-381 Yegiazaryan v. Smagin (06/22/2023)’ ‘Peter Clement Returns: The Death of Wagner Leader Yevgeny Prigozhin’ Fordham University School of Law Corporate Law Center

It seems that the very purpose of a corporation, to make money over the long run, has been dashed by incentives to perform quarter after quarter. As the American attention span diminishes while our hunger for instant gratification and constant growth intensifies, how should the law evolve? How should corporations adapt? What is the SEC’s role in reigning it all in? During this episode, we are joined by UCLA Law Professor James Park, a leading expert in securities regulation, public companies, and securities fraud. Join us as we discuss his book, The Valuation Treadmill which delves into familiar case studies, including Xerox, Penn Central, and Apple, to consider how the constant pressure to meet projections causes public companies to commit securities fraud. Touching on the PSLRA, Sarbanes-Oxley, Dodd-Frank, and the concept of real earnings management, we discuss the pressure public companies face to meet earnings projections and the lengths to which they’ll go to keep pace with such projections. Is valuation pressure inevitable in our economy or are there ways around it? Hear James’s ideas, learn more about what drives certain companies to commit securities fraud, and decide whether there’s a way off of this treadmill. Key Points From This Episode: •The shift that has occurred in keeping with the reduced American attention span. •Introducing guest James Park, professor, author, and expert. •His definition of the Valuation Treadmill. •The utility of forecasting and the related dark side. •Xerox as a case study. •Penn Central and the surrounding scandal that caused us to lose faith in managers. •How the story of Apple’s early products demonstrates the necessity of understanding the risk of investing in tech. •The PSLRA passed in 1995 and how it offers protection for projections. •Considering criticisms of the PSLRA and to what extent it was successful. •Where Sarbanes-Oxley and Dodd-Frank fit into this conversation. •The method of real earnings management. •Why there are bigger losses at stake when misrepresenting the numbers. •Finding better ways to embrace disclosure. •The impact executive compensation packages have on securities fraud. •James’s suggestion that proving a motive is sufficient and why it is controversial. •Why the duty disclose is only going to get stronger. Links Mentioned in Today’s Episode: James Park at UCLA James Park on LinkedIn The Valuation Treadmill Diana Henriques on Taming the Street Fordham University School of Law Corporate Law Center

Insurance is central to our economy and lives, from global catastrophes to athletes’ pitching arms. Unsexy at first blush but completely fascinating upon deeper examination, insurance is an undeniably essential area of the law. Today’s guest has more than three decades of experience in litigating re-insurance and insurance coverage disputes: Michael Goldstein, Senior Counsel at Mound Cotton Wollan & Greengrass. Tune in as we unpack the areas of human life that insurance law touches, climate and digital risks faced by the industry, and the myriad of career paths in insurance law. Touching on the complex world of war exclusions and policies, we also discuss existing legal precedents and the challenges posed by today’s geopolitical instability at home and abroad. Don’t miss this engrossing conversation exploring celebrity insurance, natural disasters, and much more! Key Points From This Episode: •The essential role that insurance occupies in our economy and our lives. •An overview of Michael’s experience in re-insurance and insurance law. •His introduction to insurance and how he came to understand its pivotal position in our world. •What re-insurance is and the remarkable size of the industry. •Differentiating between horizontal and vertical coverage. •Natural disasters and the impact of climate change on insurance risk. •Risks posed by AI information (and misinformation). •Whether or not insurance firms should be taking risks in the current landscape. •Michael weighs in on the dire climate situation in Florida. •Insurance for war and geopolitical policies and the war exclusions included in war policies. •How the courts rule on war exclusions and unrest. •COVID-19 and the surrounding rulings for this Act of God. • The role of insurance giants in the 2008 financial crisis. • AIG’s bailout and it’s repayment in full of $182.3 billion in December 2012, leaving taxpayers with a $23 billion profit. •Insight into insuring athletes and celebrities. •Event cancellation insurance and hole-in-one insurance. •The effect of the number of occurrences on insurance. •How the insurance industry remains agnostic about political issues. Links Mentioned in Today’s Episode: Michael Goldstein on LinkedIn Michael Goldstein at Mound Cotton Wollan & Greengrass Mound Cotton Wollan & Greengrass 2024 Global Risks Report Fordham University School of Law Corporate Law Center

Bitcoin is a controversial subject, but it is no secret that it is becoming an incredible opportunity for investment. Today’s guest, Anthony Scaramucci, was one of the earliest supporters of Bitcoin and has had an incredible career in business as an investment fund manager and in politics as former White House communications director. He joins us today to talk about Bitcoin’s big ETF victory. Tuning in, you’ll hear about Anthony’s impressive background, what led him to start buying Bitcoin, how his company, Sky Bridge, is invested in Bitcoin, the huge Bitcoin ETF controversy, and more! We delve into why Bitcoin skeptics might simply need more education before discussing why a “boom/bust” cycle is inevitable in society and the importance of patience in investing. Finally, Anthony tells us what to expect for other coins getting ETF approval and what’s happening with Bitcoin abroad. To hear all this and get motivated to do some Bitcoin research, press play now! Key Points From This Episode: •Welcoming today’s guest, Anthony Scaramucci. •Anthony tells us a bit about his background and what led him to work in the White House. •What made Anthony decide to start buying Bitcoin and his company’s investment in Blackrocks’ Bitcoin ETF. •The controversy around Bitcoin ETFs in the USA and why the outcome is a victory. •The DC Circuit Court’s opinion invalidating the SEC’s position on the Bitcoin ETF. •Anthony encourages listeners to do a deep dive into Bitcoin’s potential. •Why Bitcoin skeptics simply misunderstand it. •The inevitability of “boom/bust” cycles in society. •The importance of patience in investing. •How Bitcoin has done since the ETF approval. •Anthony’s prediction about other coins getting ETF approval. •What’s happening with Bitcoin ETFs all over the world. Links Mentioned in Today’s Episode: Anthony Scaramucci on LinkedIn Anthony Scaramucci on X Anthony Scaramucci on Instagram Sky Bridge SALT.org Fordham University School of Law Corporate Law Center

Today on Bite-Sized Business Law, we discuss the very bad day that Elon Musk had recently as a result of the Delaware Court of Chancery opinion that started with a simple question: “Was the richest person in the world overpaid?” This is the first time that a court of law has overturned a board’s decision on compensation. Here to walk us through exactly what happened (and why) is the esteemed Richard Squire, Professor Of Law at Fordham Law School. Join us as we unpack some of the important considerations raised for boards and independent directors when deciding upon significant compensation awards, why Tesla’s directors maintained a somewhat cavalier attitude concerning the formalities the courts require in these circumstances, and how the sheer size of the grant ultimately influenced the outcome of the decision. We also touch on the precedent that this ruling sets and how it could lead to similar suits against other outrageous CEO pay packages. Be sure to tune in for a fresh take on this “intergalactic corporate conflict!” Key Points From This Episode: • The story behind the Tesla compensation package that would have paid Musk $55+ billion. • Whether or not Musk achieved the benchmarks necessary for payout. • Reasons shareholders sued him over the payout. • How Tesla’s stock price has responded to the ruling. • An overview of the plaintiff’s main argument in this case. • Why the stockholder vote approving Musk’s grant was deemed “not fully informed.” • What the Delaware safe harbor provisions are and how they might have been achieved here. • Important considerations for boards and independent directors when deciding on significant compensation awards like this. • When it becomes necessary for the courts to step in. • Grounds for appeal and how this decision will impact corporate negotiation strategies. • How the eye-watering size of the grant factored into the Delaware court’s decision. • Ways that this case lays the blueprint for companies to safeguard executive pay. • Why Musk is mad at Delaware and how he could influence business investment there. • Insight into the appeal of the Delaware Chancery Court ruling. • Some of the questions we’d like to see addressed if the case is appealed. Links Mentioned in Today’s Episode: Tornetta v. Musk: Post-Trial Opinion Richard Squire Richard Squire on LinkedIn Fordham University School of Law Corporate Law Center

Back in 2019, the office-sharing company, WeWork, seemed like the next big Silicon Valley success story. WeWork was opening shared office space around the world and was valued at a staggering $47 billion. Since then, the company has suffered one of the most spectacular corporate collapses in recent US history. Following its 2021 IPO, WeWork witnessed a shocking 98% decline in value, ultimately leading it to file for Chapter 11 bankruptcy protection in November of 2023. So, what led to this downfall? And what are the anticipated outcomes of WeWork's bankruptcy? Joining us today to unpack this topic is our very own, Richard Squire, Professor of Business Law at Fordham Law School. Tuning in you’ll learn about the founding of WeWork, its unconventional CEO, the events that led to its bankruptcy, and how this process is expected to play out. We explore why the company was so appealing to investors and employees, the devastating impact of the COVID-19 pandemic, and how bankruptcy is allowing WeWork to salvage what’s working and continue in a new form. To hear all of the details of this fascinating case study be sure to tune in to this informative conversation! Key Points From This Episode: • An overview of WeWork and its business model. • Some background on WeWork Founder, Adam Neumann. • How Neumann’s upbringing on a Kibbutz in Israel inspired his vision for WeWork. • The ethos of sharing at WeWork and how this attracted employees and investors. • What WeWork’s trajectory can teach us about American history. • Neumann’s unusual management style and the problems this caused. • Why Neumann stepped down as CEO in 2019 when the company was about to launch its IPO. • The devastating impact of the COVID pandemic on WeWork and shared office spaces. • Why WeWork’s initial IPO failed, why Neumann left, and how the company rebranded. • An overview of the events that led to WeWork’s bankruptcy. • Breaking down the bankruptcy process and how it played out with WeWork. • Predictions on how WeWork will emerge from this bankruptcy. • How WeWork is renegotiating its leases in different cities. • Mechanisms in the bankruptcy process that help companies continue at a new scale. • Evaluating how different investors might approach these types of companies in the future. Links Mentioned in Today’s Episode: Richard Squire WeWork The History of English Podcast Kevin Stroud on Patreon Special Episode: Richard Squire on the Collapse of Silicon Valley Bank St. Elmo's Fire Fordham University School of Law Corporate Law Center We Edit Podcasts

Change is coming for corporate America. While many of us expect it to arrive in the form of climate disclosures, the SEC is yet to release the proposals they came up with in 2022. How these rules are written is a key factor in shaping the way businesses respond to climate change and other ESG issues. Joining us to explain where things currently stand is Stanford Law School Professor, Colleen Honigsberg. Along with her legal expertise, Colleen holds a Ph.D. in accounting and is a CPA. Tune in to hear why business leaders should concern themselves with climate change, what two key forces are behind the shift in focus on climate activism, the treatment of Greenhouse Gas emission disclosure, and the coming emphasis on human capital. We touch on the role of the ISSB and discuss why climate audits can only offer limited assurance before Colleen shares her perspective on human capital, petitioning the SEC, and more. Don’t miss this informative conversation! Key Points From This Episode: • Introducing Stanford Law School Professor and CPA, Colleen Honingsberg. • Colleen’s career journey, which began in accounting. • How she selected a Ph.D. in accounting with a goal to become a legal professor. • Why we should care about climate change as business leaders and the ones who advise them. • Two key forces behind the surge in investment in climate activism. • Scope 1, 2, and 3 Greenhouse Gas emissions. • Why the SEC pivoted on Scope 3 emission disclosures. • The role of the ISSB in dealing with these factors. • Why climate audits can only offer limited assurance and accuracy. • Colleen’s perspective on the omission of human capital in financial statements. • How and why Colleen petitioned the SEC to enact change. • What to make of the inclusion of human capital in the SEC’s agenda for 2024. Links Mentioned in Today’s Episode: Colleen Honigsberg Colleen Honigsberg on LinkedIn Colleen Honigsberg on ResearchGate Fordham University School of Law Corporate Law Center

For years, legal scholars have argued that the Federal Crime Code is broken. One key consequence of this is the alarming rise in white-collar and corporate crime — a shocking portion of which goes misreported and misunderstood. Joining us today to shed light on this urgent topic is Miriam Baer, Vice Dean and Centennial Professor of Law at Brooklyn Law School, whose new book, Myths and Misunderstandings in White-Collar Crime, provides an incisive breakdown of the flaws in our statutory system and what can be done to address it. Tuning in, you’ll learn about the experiences and real-life examples that inspired her to write this book, the problem of overcriminalization and under-enforcement in white-collar crime, her suggested reforms for tackling these systemic issues, and much more. Join us for a fascinating discussion on the state of white-collar crime and the value of conversations about reforming the system. Key Points From This Episode: •What inspired Miriam Baer to write Myths and Misunderstandings in White-Collar Crime. •Who this book is for and why she wanted it to be accessible to a wider audience of readers. •A closer look at overcriminalization and under-enforcement in white collar and corporate crime. •The 2008 financial crisis and the lack of prosecution of those responsible. •Understanding the various dynamics at play when prosecuting white-collar crime. •The problem with “flat” and “umbrella” statutes and how this relates to the Federal Criminal Code. •A look back at the college admissions scandal, also known as the Varsity Blues case. •The argument for the federal code being carved into graded offenses. •Details about the fraud triangle and what breeds this type of illicit behavior. •Bringing about institutional change by putting resources toward front-end regulation. •What Miriam means by flat laws and why it’s important to avoid these. •The difference between flat laws and graded laws, and the benefits of graded laws. •A historical perspective on why the Federal Criminal Code is not graded. •The core problem of the sentencing guidelines in white-collar crimes. •Tracking white-collar crime; what this entails and the importance of doing so accurately. •A breakdown of suggested reforms and Miriam’s four recommended prescriptions. •Unpacking the idea of intentionality in white-collar crimes. •Whose job it is to ensure an overhaul of the systems under discussion. Links Mentioned in Today’s Episode: Miriam Baer on LinkedIn Miriam Baer Brooklyn Law School Myths and Misunderstandings in White-Collar Crime Edwin Sutherland William Stuntz American Law Institute Fordham University School of Law Corporate Law Center

Joining us today is William Moon, a Professor of Business Law at the University of Maryland School of Law, to discuss his essay ‘Beyond Profit Motives’ which he wrote in response to Stephen Bainbridge’s book The Profit Motive. Will reviews Bainbridge’s work, offering an alternative theory of corporate purpose beyond what Will refers to as “ruthless profit maximization for shareholders.” With expertise in business law, corporate governance, offshore finance, and private international law, Will brings a wealth of knowledge to our discussion. Tuning in you’ll learn about Will’s new concession theory, how it differs from the ideas laid out by Bainbridge, and the relationship between the ESG movement and profit maximization. Our conversation covers key areas, including the mechanics of stakeholder capitalism, why ESG goals can be accomplished through enhanced legal compliance and obedience, and how to better align the interests of corporations with societal interests. Listeners should check out our interview of Bainbridge back in May 2023 to help them understand Will’s critiques. To hear all of Will’s insights on his new concession theory and The Profit Motive be sure to tune in today! Key Points From This Episode: •Professor William Moon’s review of Stephen Bainbridge’s book, The Profit Motive. •What inspired him to write ‘Beyond Profit Motives’ in response to The Profit Motive. •An overview of Milton Friedman’s article from 1970 entitled ‘A Friedman Doctrine ‐- The Social Responsibility of Business Is to Increase Its Profits’. •Examining whether there is a true conflict between long-term shareholder profit maximization and achieving environmental, social, and governance (ESG) goals. •Will’s argument against Professor Bainbridge’s conviction that stakeholder capitalism is fundamentally anti-democratic. •An outline of stakeholder capitalism and the different versions of it. •Will’s new concession theory as laid out in his article. •How the new concession theory can support ESG goals. •Why ESG goals can be accomplished through enhanced legal compliance and obedience. •Corporations’ ability to evade laws and the state’s ability to enact laws in response. •Blockchain-based business entities; what types of laws and regulations they are asking for. •Why the new concession theory mostly applies to large business enterprises. •Takeaways from the McDonald’s Caremark case and verdict. •Unpacking the ESG movement’s biggest accomplishments and areas for improvement. •A rundown of the topics to be explored in conversation with the new concession theory. Links Mentioned in Today’s Episode: William Moon ‘Beyond Profit Motives’ A Friedman doctrine‐- The Social Responsibility of Business Is to Increase Its Profits Professor Elizabeth Pollman Elizabeth Warren Business Roundtable Stephen Bainbridge Stephen Bainbridge on LinkedIn The Profit Motive Fordham University School of Law Corporate Law Center

Nothing has captured our collective attention quite like the emergence of Generative Artificial Intelligence in the past year. During this episode, we speak to Bradford Newman, partner at Baker McKenzie and Chair of the firm’s North America Trade Secrets Practice and an expert in AI, IP, blockchain, and crypto. Tuning in, you’ll hear how Bradford gained his expertise and learn from his wealth of wisdom on the potential of AI in transforming our world. We discuss the existing rules, the urgency of understanding and advocating for privacy and data protection, and more. We touch on the future of employment, the impact of AI on the legal profession itself, and Bradford’s perspective on how law school curricula should evolve in response to a changing legal landscape. Don’t miss this insightful episode! Key Points From This Episode: •Introducing AI and IP expert, Bradford Newman. •His journey from a role as a litigation partner to specializing in technology law. •The potential of AI in transforming our world. •The danger of not having an overarching federal framework. •Why it is important to be educated in AI usage today. •The Avianca Airlines personal injury case and other cases where courts set AI usage guidelines. •Tasks in the legal process that AI should not usurp. •The impact of AI on junior associates. •Bradford’s perspective on what law schools need to add and change to their curricula. •Data and privacy protection for future generations. •The future of employment and the social contract. •Bradford’s predictions for the future of technology law and policy. •Our job as a society to steer political decision-making. Links Mentioned in Today’s Episode: Bradford Newman - Baker McKenzie Bradford Newman on LinkedIn Bloomberg: Regulation of AI in Workplace Needed, Business Officials tell Senate Panel Mata v. Avianca Fordham University School of Law Corporate Law Center

The recent Supreme Court decision on 303 Creative LLC v. Elenis left the nation debating whether the First Amendment grants business owners the constitutional right to turn away certain protected classes of individuals. It also raised other issues about corporate identity and personhood and made us ask: how did we get to the point where courts are treating corporate actors as indistinguishable from natural persons with individual rights? Here to help us unpack these issues is Adam Winkler, the Connell Professor of Law at the UCLA School of Law and a specialist in American constitutional law, the Supreme Court, and gun policy. He has published numerous books and articles, but for today’s discussion, we refer to his award-winning book, We the Corporations: How American Businesses Won Their Civil Rights. Tuning in, you'll learn about the corporate rights movement and the landmark cases that laid the foundation for corporate personhood in America. We also discuss which rights corporations should (and should not) have, the influence corporations have on the electoral process, and how AI might shape our understanding of corporate personhood going forward, plus so much more! Key Points From This Episode: • Insight into the “corporate rights movement” and the purpose of corporate personhood. • When companies became people: the history of corporate personhood in America. • The 200-year quiet revolution led by business corporations to gain constitutional rights. • Why the Supreme Court has historically sided with businesses. • The foundations laid for corporate law by Bank of the United States v. Deveaux. • Citizens United: a landmark decision regarding the political speech rights of corporations. • Who really speaks when a corporation speaks. • The influence corporations exert on the electoral process, even without the right to vote. • Hobby Lobby and freedom of religion. • Why granting corporations rights based on shareholder’s rights and interests is “slippery.” • The 303 Creative decision and its intersection between the First Amendment and anti-discrimination laws. • The problem with distinguishing between closely held corporations and public corporations. • Property versus liberty: which rights corporations should and should not have. • How AI might change the way we think about corporate personhood. Links Mentioned in Today’s Episode: Adam Winkler Adam Winkler on LinkedIn Adam Winkler on X We the Corporations Fordham University School of Law Corporate Law Center

Today on Bite-Sized Business Law, we tackle a topic that we’ve only alluded to in previous episodes, which is the funding of mass tort litigation by outside financiers. Dubbed “opaque capital” by one of today’s guests, its use for funding complex mass tort litigations gives rise to some tricky legal, business, and ethical predicaments that we discuss in detail. Joining us for this conversation are legal scholars Samir Parikh and Maria Glover. Samir is the Robert E. Jones Professor of Advocacy and Ethics at Lewis & Clark Law School and a nationally recognized expert on mass tort restructurings and business reorganizations. His recent article, 'Opaque Capital and Mass Tort Financing’, is sure to garner a lot of attention, as did his recent testimony before the Senate Judiciary Committee regarding the Texas two-step bankruptcy trend. Maria is a Professor of Law at Georgetown University, where she specializes in civil procedure and complex litigation. Maria has also testified before congressional committees and her work is not only published in leading law journals but cited by the media and the US Supreme Court. Tune in to hear Samir and Maria’s hot takes on third-party litigation funding, opaque capital, opportunities for exploitation in the mass tort litigation space, settlements, disclosure, regulation, and more! Key Points From This Episode: • The history of litigation finance and why mass tort litigation is attracting bad actors. • Distinguishing between class actions, mass torts, and multi-district litigations (MDL). • Third-party litigation funding (TPLF) and contingency fees in the US versus Australia. • The role of TPLF in mass torts, particularly for ad campaigns and lead generation. • Defining opaque capital and the “new breed” of financiers moving into this space. • Critical points in the process when TPLF has ugly consequences: the Alchemist's Inversion. • Maria’s take on the perceived problems with mass tort litigation settlements. • Claim generation and the trouble with funding that is contingent on quantity for payout. • Some of the ways that non-meritorious claims affect everyone negatively. • Outlining the ethical and legal obligations law firms have when accepting funding. • Opinions on disclosure and transparency when it comes to financier agreements. • The European movement towards more aggressive regulation in the mass tort space. • Final comments on how this all relates to the shared ownership of law firms. Links Mentioned in Today’s Episode: Samir Parikh Samir Parikh on LinkedIn ‘Opaque Capital and Mass Tort Financing’ Maria Glover Maria Glover on LinkedIn Maria Glover on X Fordham University School of Law Corporate Law Center

The banking turmoil that rocked the past year is the most significant system-wide banking stress since the 2008 financial crisis. Now, regulators are rushing to implement measures to respond to those bank failures and mitigate their impact. In July, federal banking regulators, including the Federal Reserve Board of Governors and the FDIC, proposed new rules around capital requirements and risk, but these measures have actually been a long time coming, with the US considering the adoption of the so-called Basel III Endgame framework ever since 2008. Today, we learn more about what the proposals entail and the potential impact they will have on the economy. Joining us for this discussion is Jeremy Kress, Assistant Professor of Business Law at the University of Michigan Ross and Co-Faculty Director of the University of Michigan’s Center on Finance, Law, and Policy. Jeremy’s research focuses on bank regulation, systemic risk, and financial stability, which makes him the ideal guest to lend his voice to today’s conversation. Also joining today’s discussion is Richard Squire, professor of business law at Fordham Law School and the faculty director of the Fordham Corporate Law Center. Join us as we discuss the Basel III Endgame proposal, whether it will have favorable effects on the US lending environment, the Fed’s role in banking stability, and more! Key Points From This Episode: • Some context on the 2023 bank failures and the revision of the Basel III standards. • Defining capital and capital requirements according to bank regulators. • Different types of risk implicated in the Basel III Endgame proposal. • The main risks that banks face that most other businesses don’t. • Understanding the liquidity crisis of 2008 versus 2023. • Why banks shouldn’t count held-to-maturity securities as highly liquid assets. • Insight into the AOCI opt-out and how the Basel III Endgame proposal has responded. • How a broader crisis of confidence in the markets influenced the recent bank failures. • Why Jeremy believes we’ll see more effective supervision of regional banks going forward. • The discount window and the Federal Reserve’s role in maintaining banking stability. • Jeremy’s take on the supposed negative effects of the Basel III Endgame proposal. • When we can expect to see the proposal finalized. Links Mentioned in Today’s Episode: Jeremy Kress University of Michigan Ross School of Business Jeremy Kress on LinkedIn Jeremy Kress on Twitter Jeremy Kress Papers Richard Squire Fordham University School of Law Corporate Law Center

What does capitalism owe to the common good? This is the question raised by Taming the Street: The Old Guard, the New Deal, and FDR’s Fight to Regulate American Capitalism, a riveting new book from award-winning financial journalist and New York Times bestselling author Diana Henriques. Those who saw The Wizard of Lies and The Monster of Wall Street will recognize Diana, whose research and writings formed the basis for both shows. Her latest offering details how President Franklin D. Roosevelt (FDR) battled to regulate Wall Street in the wake of the 1929 stock market crash, ultimately making the finance world safer for retail investors and average Americans. In today’s episode, Diana takes us back to a time when America’s financial landscape was ruled by the titans of vast wealth, largely unrestrained by government, and walks us through a pivotal moment in history: the creation of the SEC. Tuning in, you’ll gain insight into Diana’s motivations for covering this topic, how she believes we should regulate emerging financial industries like crypto, and why Taming the Street is increasingly essential reading as inequality once again reaches Great Depression levels. For a truly fascinating discussion about America’s financial past (and future) with a central cultural voice in reporting white-collar crime and corporate corruption, you won’t want to miss this episode! Key Points From This Episode: • A look at Diana’s career path into journalism, which she calls “a lifelong goal.” • Insight into her decision to take on the New Deal in Taming the Street. • Why this book becomes more critical as the pendulum swings further toward deregulation. • What life was like for the American working class in the lead-up to the Great Depression. • Now illegal stock market practices that were common in the 1920s. • Bill Douglas, Dick Whitney, and other central characters Diana introduces us to in her book. • The “bedside meeting” with FDR that forms one of the most poignant parts of this story. • Unpacking Diana’s description of FDR’s “moral Pole Star.” • Why the health of America’s democracy depends on the fairness of America’s economy. • Diana’s take on the Silicon Valley Bank collapse and current financial reform battles. • Her hope to bring awareness to the safety of the banking system today, thanks to FDR. • Recommendations for regulating emerging financial industries like cryptocurrency. Links Mentioned in Today’s Episode: Diana Henriques Diana Henriques on LinkedIn Diana Henriques on X Taming the Street The Wizard of Lies Fidelity’s World Fordham University School of Law Corporate Law Center

The epic investment Burford Capital made in the recent Argentinian YPF oil case delivered incredible results and over $16 billion awarded to plaintiffs. Joining us today on the Bite-Sized Business Law Podcast is commercial litigator and YPF expert, Gabrielle Vázquez to discuss this case. Tune in to hear what this case entailed, Gabrielle’s involvement, the rulings and how they affected the market, and the scary truth about Argentina’s ability to pay. We also discuss how Gabrielle feels about these kinds of litigation financing arrangements before delving into her thoughts about the possible appeal from Argentina. You won’t want to miss this fascinating conversation so press play now! Key Points From This Episode: Links Mentioned in Today’s Episode: Gabrielle Vazquez, McGrail & Bensinger LLP Gabrielle Vázquez on LinkedIn Burford Capital SDNY September 8, 2023 Opinion and Order Fordham University School of Law Corporate Law Center

Back in November of 2022, major cryptocurrency exchange FTX filed for Chapter 11 Bankruptcy. This came after the revelation that the company had significant liquidity problems and that its founders were likely misusing customer funds. Since then it’s been one newsworthy development after another, chief among which was the arrest of FTX CEO, Sam Bankman-Fried, followed by his extradition to the United States. A lot has happened since then, including John Ray III’s appointment as CEO of FTX — a prominent attorney who specializes in corporate reorganization — and the removal of Bankman-Fried as CEO. For today’s conversation, we focus on one of the latest developments in the case, namely FTX’s attempt to claw back over a billion dollars allegedly misappropriated by Sam Bankman-Fried and other executives. Lending his expertise to our discussion is return guest Richard Squire, a bankruptcy scholar and Professor of Law at Fordham Law School. We talk with Richard about the complexity of the FTX bankruptcy case, what the outcomes will be based on, and how he expects it to play out. Richard gets into the details of what constitutes fraudulent transfers and constructive fraudulent transfers, and how these can be proven in bankruptcy. We also discuss Bankman-Fried’s notoriously lax bookkeeping (and the impact this could have on FTX’s claims), along with Richard’s assessment of what FTX will be able to claw back and how this compares to other high-profile bankruptcy cases. If you’re interested in learning more about the FTX debacle or simply want to geek out on bankruptcy law, then look no further than today’s conversation with Richard Squire! Key Points From This Episode: •A recap of the events surrounding FTX’s collapse. •Why FTX is suing its former CEO, Sam Bankman-Fried. •What makes the FTX bankruptcy filings so complex. •An overview of what bankruptcy proceedings typically look like (and how they can vary). •Why John Ray III was brought in to replace Sam Bankman-Fried as CEO. •How Sam Bankman-Fried managed (and mismanaged) company funds. •Insight into FTX’s attempt to claw back over a billion dollars. •A rundown of the various ways that transfers can be recalled. •What constitutes a fraudulent transfer and how this can be proven. •Bankman-Fried’s poorly kept financial records and how it impacts the case. •Details about FTX’s sister company Alameda Research. •Payments received by Caroline Ellison; Bankman-Fried’s then-girlfriend and former CEO of Alameda Research. •The definition of a constructive fraudulent transaction and the evidence required to prove it. •What to expect of payments made for legitimate goods and services in this case. •Richard’s assessment of what FTX will be able to claw back for creditors. •How FTX compares to other high-profile bankruptcy cases. Links Mentioned in Today’s Episode: Richard Squire FTX Trading Ltd. Who Is Sam Bankman-Fried? Fordham University School of Law Corporate Law Center

There is one thing that Vladimir Putin cannot tolerate, and that is betrayal (at least according to his autobiography). So when former Wagner Group leader, Yevgeny Prigozhin, led a short-lived mutiny against the authoritarian Russian president and emerged relatively unscathed, many experts were left wondering what Putin’s long-term retribution strategy would be. After two months of speculation, Putin’s intentions were evidently made clear when Yevgeny Prigozhin was killed in a plane crash that proved fatal to everyone aboard his private jet. In light of these revelations, we’re using today’s show to welcome back Peter Clement, a senior research scholar and adjunct professor at the Columbia School of International and Public Affairs (SIPA) and the Salzmann Institute of War and Peace Studies (SIWPS). Tuning in you’ll hear us pick up where we left off in Episode 21 where we discussed Putin’s corporate takeover of the Wagner Group after Prigozhin’s attempted uprising. Our conversation covers the facts surrounding Prigozhin’s death and investigates the threat he posed to Putin. We examine the factors that contributed to Prigozhin’s growing popularity before dissecting how Putin’s actions continue to undermine any hope for foreign investment (or the removal of sanctions). To hear Peter’s insight on this pivotal moment in Russian current affairs, and how it resonates within the broader political landscape, be sure to tune in! Key Points From This Episode: Links Mentioned in Today’s Episode: Peter Clement Wagner Group Episode 21: Peter Clement on Putin's Corporate Takeover of the Wagner Group Amy Martella Fordham University School of Law Corporate Law Center

Corporate compliance, the notion that businesses must adhere to all applicable laws, regulations, and company policies, is a growing discipline. In this episode, we discuss the ever-increasing focus on corporate compliance with guest Barbara-Ann Boehler. Barbara is the Senior Director of the Program on Corporate Ethics and Compliance at Fordham Law School. She is also an experienced attorney, former compliance officer, and adjunct law professor. In today's conversation, Barbara elaborates on the basics of compliance and shares her thoughts on its growth amidst new regulations. She discusses the importance of compliance buy-in, dealing with the friction between those creating value at the company and compliance officers, and the overall necessity of building a culture of compliance in businesses. To hear more about her thoughts on the challenges between legal and compliance departments and what she thinks about AI and compliance, don’t miss out on this episode! Key Points From This Episode: •Barbara explains the basics of compliance. •What falls under a compliance officer's role and where compliance should be reported. •The three lines of defense at a firm. •Barbara talks about the growth of compliance. •Her thoughts on industries or firms, specifically Crypto, that do not have traditional compliance departments. •The story of FTX and its lack of a risk officer. •Welcoming regulations as a compliance officer. •How to get compliance buy-in, and what does not work. •Dealing with the friction between those creating value for the company and the compliance officers. •Creating a culture of compliance. •Compliance failures and examples of commonly found failures. •The role lawyers play in compliance; when to involve the legal or compliance departments. •The compliance programs offered at Fordham Law (LLM or MSL). •Her thoughts on AI and compliance: advantages and disadvantages. Links Mentioned in Today’s Episode: Barbara Ann Boehler on LinkedIn FINRA ChatGPT Fordham Compliance Programs Episode 15 —Christopher Conniff on Corporate Criminal Enforcement Fordham University School of Law Corporate Law Center

Not all law students go on to practice law. During this episode, we host Brian Koppelman, who took his legal training in a totally different direction. He is the writer, director, producer, and showrunner behind some of pop culture’s most enduring works, including Oceans 13, Rounders, and the hit series Billions. Brian is a podcast host and a Fordham Law graduate who cites his legal experience as incredible fodder for the characters and stories appearing in his film and television work. During this conversation, he shares his perspective on the intrinsic value of legal studies, even for those with no intention to pursue a career in the field. Brian offers an overview of his multifaceted journey to the career he has today, including the process of learning to write for film and the aspects of human nature he finds most fascinating. We touch on abuses of power and the responsibility of the financial sector, before diving into the idea of risk-taking and how it translates in our lives. In closing, Brian encourages listeners to find a career that allows them to work from the part of themselves where they feel most alive. Join us today for something different! Key Points From This Episode: •An introduction to today’s guest, writer, director, and Fordham Law graduate, Brian Koppelman. •Brian’s experience at Fordham Law and the interactions he had with students there. •Why he doesn’t consider his time in law school a blip. •How his experience with ADHD affected his success in the classroom. •The decision to leave record production to the film industry. •Why he chose to complete his legal studies even though he knew he wouldn’t use it. •How Professor Abraham Abramovsky influenced the character of Petrovsky in Rounders. •Why Brian recommends studying law if you have the opportunity to do so. •Learning to write for film. •The areas of law that Brian was most interested in. •How he became interested in the area of writing about success journeys. •What motivates success, and how money leads to power and influence. •Abuses of power and the responsibility of the financial sector. •Brian’s relationship with risk-taking and how he defines it. •What industry Brian would have entered if he hadn’t become a writer. •His advice to find something that allows you to work from the part of you that makes you feel most alive. •His upcoming work, the final season of Billions. Links Mentioned in Today’s Episode: Brian Koppelman on Instagram Brian Koppelman on Twitter Brian Koppelman IMDb Bernie Madoff Investopedia David Levien IMDb The Moment with Brian Koppelman Fordham University School of Law Corporate Law Center