Bite-Sized Business Law
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Get a breakdown of the top stories in business law from industry leaders on the front lines with Bite-Sized Business Law. Host Amy Martella takes a closer look at the latest corporate happenings through interviews with the attorneys, legal experts, public figures, and scholars behind the news to distill business law’s biggest stories into bite-sized portions.
This is your chance to go further into the world of business law and stay up to date with legal cases and industry trends.
Corporations impact us all, leading changes that extend far beyond business to shape the economy, public policy, technology, and beyond. Looking at the big picture, Amy discusses not only the underlying issues in business ethics and legal cases leading the biggest stories but also sparks thought-provoking discussions on where the law should be headed.
Amy is the Executive Director of the Corporate Law Center at Fordham University School of Law. Her background ranges from big law to government to tech startups, allowing her to offer an insider’s perspective of the issues that shape corporate actions, large and small. Covering crypto regulation to securities fraud, AI’s impact to Elon Musk’s pay package, Bite-Sized Business Law covers it all with guests of varying viewpoints to provide the nuanced analysis needed to tackle complex problems.
Whether you're looking for the latest in legal insight on intellectual property, mergers and acquisitions, business ethics or legal cases in the business law world, you’ll find it here. Enjoying a thoughtful perspective on the news stories of the moment, Bite-Sized Business Law examines big issues and delivers them in small doses.
Bite-Sized Business Law is a project by the Corporate Law Center at Fordham Law. The Center serves as a hub for scholars, professionals, policymakers, and students to engage in the study, discussion, and debate of current issues in corporate law. The Center focuses on aspects of corporate law, corporate compliance, antitrust law, and securities regulation. Through initiatives like the Mergers and Acquisitions seminar and the Securities Litigation and Arbitration Clinic, students actively engage in real-world research and cases, bridging the gap between classroom learning and practical application in the legal field.
Bite-Sized Business Law
Vox Shareholders and Still No Payday for Musk: Tornetta Round Two
It started with a simple question: Was the richest person in the world overpaid? While the Delaware Court of Chancery twice concluded yes — Elon Musk’s Tesla compensation package was indeed unreasonably large and flawed in its process — the debate continues as to whether the decision was faithful to Delaware’s governance processes or an affront to shareholder democracy. In today’s conversation, Amy Martella is joined by Fordham Law colleagues Sean Griffith and Richard Squire, and we begin by breaking down Musk’s Tesla compensation package and the two rulings issued by the Delaware Court of Chancery. We examine both rulings in more detail before ironing out the finer details of the latest Tesla shareholder ratification vote. Then, we assess the source of authority in corporations and how this power is structured, the judicial rules that corporations have to adhere to, the relationship between agency law and trust law, and the ins and outs of derivative suits and the shareholder power that comes with it. To end, we envision what may happen next as Musk appeals to the Delaware Supreme Court, how his actions and relation to President Trump may affect future verdicts, and inconsistencies in Delaware corporate law with suggestions for improving it.
Key Points From This Episode:
- Revisiting Musk’s 2018 compensation package and the Delaware Court of Chancery’s initial ruling.
- What happened after the first ruling, and how we ended up with a second opinion affirming the initial ruling.
- Taking a closer look at the second ruling post-Tesla shareholder ratification.
- The fatal flaws of the ratification vote as seen by Chancellor Kathaleen McCormick.
- Unpacking the source and ladder of authority in corporations.
- How a corporate structure relates to the judiciary.
- Agency law, trust law, and the conclusions we can derive from their relationship.
- Derivative suits, and whether the power that shareholders currently have should be curtailed.
- What we think will happen next, and how Musk’s behavior may influence his way forward.
- The ramifications of his role as President Trump’s advisor.
- Reexamining Delaware corporate law and possible ways to improve it.
Links Mentioned in Today’s Episode:
Tornetta v. Musk second opinion
Tornetta v. Musk first opinion
‘Saints and Sinners: How Does Delaware Corporate Law Work?’
‘Corwin, et al. v. KKR Financial Holdings LLC., et al.’
Fordham University School of Law Corporate Law Center