Bite-Sized Business Law
Looking for the latest in legal business news?
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
The Corporate Fiduciary Fallacy
Should we still be referring to corporate directors and officers as fiduciaries? During this episode, we challenge one of the bedrock assumptions of corporate law: that corporate officers and directors act as fiduciaries. Turns out they don’t, according to today’s guest. Their decisions, protected by the business judgment rule, made with limited liability and free to contract around, reflect something closer to discretion than duty. Marc Steinberg, the Rupert and Lilian Radford Chair in Law at SMU Dedman School of Law, proposes replacing the term “corporate fiduciaries” with “corporate discretionaries.” Why does it matter? Marc’s new book, Discretionaries Not Fiduciaries, explains why and shares a wealth of knowledge about the relationship between labels and standards in our legal system today.
Key Points From This Episode:
- What inspired Marc to write his latest book, published with Oxford University Press.
- The history of the term “fiduciary” and why director standards have become so relaxed.
- How exculpation statutes were born and what they necessitate.
- Why a higher degree of misconduct is required to hold a director liable for gross negligence than to convict someone of criminal negligence in Delaware.
- What led Marc to start using the word ‘discretionaries’ and how he hopes it will be used.
- The implications of this label shift.
- Why the current legislation is so permissive and why this is a problem.
- How the SB21 saga has reinforced his views.
- The business judgment rule and the neutrality of AI board members.
- Other examples of where we are mislabeling concepts in the law.
Links Mentioned in Today’s Episode:
Marc Steinberg on LinkedIn
Marc Steinberg Google Scholar
Corporate Director and Officer Liability
Rethinking Securities Law
American Book Fest
Marc Steinberg Books
Fordham University School of Law Corporate Law Center