Can a CEO be too big to fail? In this episode of Bite-Sized Business Law, we dive into the volatility, legal wrangling, and power dynamics surrounding Elon Musk and Tesla with Ann Lipton, a leading scholar in corporate governance and business law and the Laurence W. DeMuth Chair of Business Law at the University of Colorado Law School. As Tesla’s stock swings wildly, Ann unpacks why Musk’s leadership is both the company’s greatest asset and its biggest liability. We explore the limits of shareholder power, the high-stakes Tornetta compensation case, and the board’s passive stance amid Musk’s increasingly controversial behavior, including his public spat and attempted reconciliation with President Donald Trump. From legal blind spots to governance breakdowns, this episode offers a timely look at how personality, politics, and corporate law collide in today’s markets. To hear what’s next for Tesla (and what it reveals about the future of corporate leadership), tune in today!

Key Points From This Episode:

• From civil rights dreams to securities law reality: Ann’s professional journey.
• Tesla’s rollercoaster stock volatility explained.
• Why Musk’s recent political antics spooked shareholders.
• The board can’t fire him, but can they rein him in?
• What CEO compensation packages are really for.
• Signs that the Tesla board is too close to Musk.
• The next pay package: a major test of board independence.
• Legal hurdles blocking shareholder lawsuits.
• How Tesla’s move to Texas weakens corporate accountability.
• Ways that Musk’s split focus puts Tesla’s future on the line.
• One CEO running multiple companies: a governance nightmare!
• Robo-taxis, hype, and the risks of reckless innovation.

Links Mentioned in Today’s Episode:

Ann Lipton

Ann Lipton Blog

Shareholder Primacy Podcast

'The Legitimation of Shareholder Primacy'

Ann Lipton on LinkedIn

Ann Lipton on Bluesky

Fordham University School of Law Corporate Law Center

Delaware may still be the gold standard for corporate law, but the Lone Star State is stepping up. In this episode, we explore how Texas is positioning itself as a serious alternative for corporate litigation and incorporation, as companies increasingly reconsider Delaware. Joining us is Michael Holmes, head of litigation at Vinson & Elkins and Vice Chair of the firm, whose practice spans both Texas and the Delaware Court of Chancery. Michael explains how recent legislative changes like SB21 have opened the door for states like Texas to compete, and how Texas is responding with its own business court system. He outlines key structural differences, including jurisdictional thresholds, term limits for judges, and early-stage rulings on director disinterestedness. The conversation covers whether Texas can replicate Delaware’s speed and infrastructure, and why its sheer size may complicate efforts to match Delaware’s efficiency. Michael also reflects on Texas’s emerging legal identity and what it might take to develop a meaningful body of state corporate law. Tune in to learn how Texas is carving out its place in the corporate litigation landscape and what that means for the future of business law!

Key Points From This Episode:

• Some background on Michael Holmes, his career, and how he came to work in litigation.
• How Texas is positioning itself as a challenger to Delaware for corporate litigation.
• Michael’s experience litigating in both Delaware and Texas courts.
• How SB21 could shift litigation dynamics for representative matters.
• Reflections on adaptability by the plaintiff’s bar and potential new litigation trends.
• Thoughts on the Dropbox constitutional challenge to SB21.
• An overview of the new Texas Business Court and how it is structured.
• Key differences between Texas and Delaware in jurisdiction and judicial terms.
• Pros and cons of two-year judicial terms in Texas business courts.
• How Texas is differentiating itself from Delaware and other options, like Nevada.
• Unpacking whether a large state like Texas can match Delaware’s speed and efficiency.
• Thoughts on how courts will interpret and develop new statutory frameworks.
• Why Texas and Delaware may coexist rather than compete exclusively.

Links Mentioned in Today’s Episode:

Michael Holmes

Michael Holmes on LinkedIn
Vinson & Elkins

Fordham University School of Law Corporate Law Center

When global cartel collusion enters the equation, the best friend a CEO can have is a preeminent lawyer on the frontlines of competition law. Enter John Terzaken, global co-chair of the Antitrust and Trade Regulation Practice at Simpson Thacher and former Director of Criminal Enforcement of the DOJ’s Antitrust Division. With decades of experience navigating the complexities of antitrust enforcement, John breaks down how shifts in political direction between the Biden and Trump administrations affect corporate behavior, enforcement strategies, and legal priorities. He shares insights into the psychology behind collusion, the rise of algorithmic pricing as a legal gray zone, and the changing role of non-compete agreements in the American workforce. Whether you’re a law student, a corporate executive, or just curious about how antitrust enforcement shapes the marketplace, tune in for an expert’s perspective on where US competition law is headed and how businesses can stay compliant in a volatile legal environment!

Key Points From This Episode:

• John’s journey into the antitrust space via the DOJ.
• Why cartel law targets corporations, not mobsters.
• How antitrust cases evolve into broader white-collar crime.
• Unforgettable cases: from criminal trials to a client testifying against his own brother.
• Algorithmic pricing and AI-driven collusion under Trump.
• Reasons that consumer goods like eggs and milk will always be in the competition spotlight.
• Why political winds don’t affect antitrust and competition law as much as other areas.
• Antitrust enforcement: legal contrasts and common ground between Biden and Trump.
• How DEI and ESG policies are facing antitrust scrutiny under the Trump administration.
• What the future holds for non-compete agreements.
• Why clarity in the law benefits both business and consumers.
• Understanding the human psychology behind collusion.
• The global, high-stakes career that antitrust law offers (and how to navigate it).

Links Mentioned in Today’s Episode:

John Terzaken

Simpson Thacher & Bartlett LLP

John Terzaken on LinkedIn

The Paramount Case Study and a Look at Where We Are Headed with Antitrust Enforcement

Antitrust Perspectives on the Kroger-Albertsons Merger

Fordham University School of Law Corporate Law Center