Is American democracy starting to look more like corporate governance? In this episode we unpack the ways in which the language and logic of the boardroom are reshaping our political system to understand what happens when citizens are treated like shareholders and politicians act more like CEOs. Legal scholars Sarah Haan (Brooklyn Law School), Sergio Alberto Gramitto Ricci (Hofstra Law School), and Christina Sautter (SMU Dedman School of Law) explore the tangled history and present-day stakes of shareholder participation, corporate power, and regulatory capture. Join us as we trace how corporate governance evolved from a participatory ideal to a system that actively discourages engagement, especially when women became the dominant shareholder class. Together, we explore Prof. Ricci’s ‘Vitruvian Shareholder’ and ‘Total Governance’ frameworks, Prof. Sautter’s deep dive into corporate law’s origins in 19th-century New Jersey, and Prof. Haan’s compelling argument that corporate democracy is shaping political authoritarianism in real time. Tune in for a timely conversation on the hidden mechanics of power and the future of democratic participation in corporations and beyond!

Key Points From This Episode:

• How corporations shape our lives, even if we don’t play the stock market.
• Corporations as participatory systems: should we all be engaging?
• 'The Vitruvian Shareholder’ and balancing profit with values.
• ‘Total Governance’ and why shareholder activism is possible (and necessary).
• Shareholder passivity: how it evolved and why it matters.
• How corporate meetings have been designed to discourage participation.
• Gender, power, and the architecture of apathy.
• From robber barons to Delaware: the origins of regulatory capture.
• History repeating itself: how today’s shareholder laws mirror 1900s politics.
• Reasons that shareholder apathy is becoming increasingly inexcusable.
• How corporate power dynamics spill over into other spheres of civic life.
• The real model for authoritarian elections: corporate America.
• Insight into the dangers of modeling political democracy on corporate rule.
• What is so misleading about the term “shareholder democracy”.
• Founding the Center for Retail Investors & Corporate Inclusion.

Links Mentioned in Today’s Episode:

Sarah Haan

Sergio Alberto Gramitto Ricci

Christina Sautter

Sarah Haan on LinkedIn

Sarah Haan on X

Sergio Alberto Gramitto Ricci on LinkedIn

Sergio Alberto Gramitto Ricci on X

Christina Sautter on LinkedIn

Christina Sautter on X

‘Archeology, Language, and Nature of Business Corporations’

‘The Vitruvian Shareholder’

‘The Pathology of Passivity

'The Shareholder Democracy Lie'

'Delaware’s SB21 Continues 150 Years of Corporate Power and Regulatory Capture'

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

What does it take to catch a fraudster? In this episode of Bite-Sized Business Law, we explore the world of Certified Fraud Examiners (CFEs), the experts who investigate wrongdoing across corporations, government agencies, and beyond. Our guest is John Gill, President of the Association of Certified Fraud Examiners (ACFE), who began his journey with the organization over 30 years ago as general counsel. A global authority on fraud prevention, John has trained Fortune 500 companies, advised governments, and taught on six continents. He breaks down the three major types of occupational fraud (asset misappropriation, corruption, and financial statement fraud) and shares real-world cases that reveal just how easily internal controls can fail. From employees wiring millions to their personal accounts to fake audit reports going unquestioned, John shows how fraud often thrives on trust, opportunity, and rationalization. He also unpacks how AI is being used in the fight against fraud and what kind of mindset makes a great CFE. Tune in to learn how CFEs help safeguard financial integrity, and what it really takes to spot the red flags before it’s too late!

Key Points From This Episode:

• John Gill shares his path from law school to leading the ACFE.
• How a love of consumer protection led John to fraud prevention.
• Ways that CFEs think like detectives and spot red flags that others overlook.
• What led to the founding of the ACFE in the late 1980s.
• A breakdown of the three major types of occupational fraud.
• How 5% of revenue is lost annually to occupational fraud.
• Real-world cases: $22M stolen from Citigroup and $9M from ING with minimal oversight.
• The importance of internal controls and how they often fail.
• Why first-time fraudsters rarely stop at just one offense.
• What drives fraud: pressure, opportunity, and rationalization.
• How fraudsters exploit weak audit processes and personal trust.
• The use of cryptocurrency in laundering stolen funds.
• AI’s growing role in fraud detection and its limitations.
• Key traits that make someone well-suited to become a CFE.
• Why CFEs often face resistance, even inside their own organizations.
• Reflections on the global mission to detect and prevent fraud, from Arkansas to Dubai.

Links Mentioned in Today’s Episode:

Association of Certified Fraud Examiners (ACFE)

John Gill
John Gill on LinkedIn
Amelia Martella on LinkedIn

Fordham University School of Law Corporate Law Center

The controversy surrounding Delaware’s Senate Bill 21 (SB21) is far from over. In this episode, we examine a major new legal challenge that raises fundamental questions about the democratic process and the enduring power of Delaware’s Court of Chancery. Joining us is Anthony Rickey, founding partner of Margrave Law, whose boutique practice centers on fiduciary duties and shareholder litigation. With his perspective from the front lines, Anthony offers valuable insight into what the Dropbox dispute means for Delaware’s future. He explains the constitutional questions at the heart of the case and why it’s difficult to predict how it will all play out. He also shares why he believes Delaware’s position in corporate law remains strong, highlighting its unmatched legal infrastructure and speed in resolving complex cases. Anthony looks ahead to what might come next in Delaware litigation and what competing states are doing to attract new incorporations. Tune in to learn what this most recent legal showdown reveals about the future of corporate governance in Delaware!

Key Points From This Episode:

• Background and context for the debate leading up to SB21.
• Ways that Delaware creates incentives for creative litigation and its effects.
• Why an overproduction of corporate law results in excessive litigation.
• Dropbox's announcement to leave Delaware and reincorporate in Nevada.
• How their departure was challenged and how this raises a constitutional challenge to SB21.
• Factoring in the centuries-old equitable power of Delaware’s Court of Chancery.
• Unpacking the long-term consequences of SB21 for Delaware.
• Why Anthony remains confident in Delaware’s appeal despite current legal uncertainty.
• Delaware’s unique “superpower” in resolving disputes: speed.
• A detailed example of expedited litigation in Martin Marietta, Inc. v. Vulcan Materials.
• Some of the top advantages that keep Delaware competitive.
• Predictions for the future of SB21 and Chancery litigation.
• How states like Texas and Nevada are branding their corporate laws.

Links Mentioned in Today’s Episode:

Anthony Rickey

Anthony Rickey on LinkedIn
Anthony Rickey on X
Margrave Law

‘Delaware’s Superpower’

Martin Marietta, Inc v. Vulcan Materials

‘Texas is Disrupting Delaware’s Dominance through Innovation’
E63: The Devil in the Details in the Delaware Debate over SB21
Amelia Martella on LinkedIn

Fordham University School of Law Corporate Law Center

No one goes to law school to become a psychologist, yet every lawyer eventually faces deeply human questions. Why is my client making this decision? What do they really need from me? How will this advice land? In this episode of Bite-Sized Business Law, we explore how behavioral science can help answer those questions with guest Nitish Upadhyaya, Director of Behavioral Insights at Ropes & Gray. Nitish leads the firm’s award-winning Insights Lab, where he transforms insights from behavioral science and human-centered design into actionable legal strategies. In our conversation, Nitish shares why traditional legal tools often fall short of changing behavior and how understanding context, culture, and bias can lead to better outcomes. He challenges surface-level approaches to compliance, reframes what it means to “do the right thing,” and explains why open dialogue must be designed, not just encouraged. We also get a look at his innovative new course at Fordham, which brings behavioral insights to professionals across law and compliance by connecting academic rigor with real-world applications. To learn how a more human approach to law can lead to smarter, more sustainable decisions, don’t miss this episode!

Key Points From This Episode:

• Nitish’s law background and his path to becoming Director of Behavioral Insights.
• An overview of the Insights Lab at Ropes & Gray and the specifics of their role.
• How they help clients balance compliance with risk management, growth, and innovation.
• The shift that Nitish has seen in how law schools incorporate teaching human behavior.
• How taking inspiration from other fields benefits the legal world.
• The term “culture of compliance” and how your environment impacts decision-making.
• Insights from behavioral science on how to motivate people to do the right thing.
• What it means to engage in open dialogue and how to create the mechanisms for it.
• Why encouraging junior team members to speak up matters and how it can drive real impact.
• Details on the course that Nitish is developing for Fordham Law School.
• How his course helps bridge the gap between academic insights and practical use.
• Insights on approaching human behavioral science in different global, cultural contexts.
• Why generative AI doesn’t diminish the value of understanding human behavior.

Links Mentioned in Today’s Episode:

Nitish Upadhyaya

Nitish Upadhyaya on LinkedIn
Nitish's Podcast: Culture & Compliance Chronicles
Dave Snowden on abductive reasoning and AI versus human capability (AC Ep 24)
The Behavioral Code: The Hidden Ways the Law Makes Us Better or Worse

Amy Martella on LinkedIn

Fordham University School of Law Corporate Law Center

With each new administration, businesses brace for shifts in antitrust enforcement. What’s changing now, and what’s next? In this episode, we examine the current landscape and future trends. To break it all down, we’re joined by Stephen Fishbein, a leading trial lawyer and partner at A&O Shearman in New York City, who has tackled some of the biggest antitrust cases in recent history. As a case study, we examine the 2022 trial in which the Department of Justice (DoJ) sought to block the merger between Simon & Schuster and Penguin Random House, which at the time was the largest publishing company in the US and internationally. Stephen discusses his experience representing Simon & Schuster and its parent company, Paramount, and the factors that ultimately determined the outcome of the case. He breaks down key disputes, from how advances paid to authors affect competition to arguing what the market will look like in the future. We also discuss the interesting developments for Simon & Schuster after the deal was called off, the concept of commodifying a societal good, and what to expect when it comes to the new Trump administration’s approach to antitrust. For a fascinating look inside the publishing industry and the past, present, and future of antitrust, be sure to tune in!

Key Points From This Episode:

• Some background on guest Stephen Fishbein and his career in antitrust.
• The attempted 2022 merger between Simon & Schuster and Penguin Random House.
• Stephen’s role representing Simon & Schuster and its parent company, Paramount.
• An overview of the publishing landscape and the “Big Five” publishing houses.
• Why the Department of Justice (DoJ) wanted to block this merger.
• Details of the Clayton Act and the role it plays in antitrust cases.
• The definition of monopsony and how it is relevant in this case.
• A breakdown of the central disputes of the case.
• The competitive role that advances paid to authors play in competition.
• Why defining the relevant market is critical to antitrust cases, and this one in particular.
• Asking what the market will look like in the future and why it was a key dispute in the case.
• The outcome of the case and why the decision was sealed for a time (and partially redacted).
• How the trial dealt with confidential information in the case.
• What happened to Simon & Schuster after the deal was called off.
• Insights into the concept of commodifying a societal good.
• What to expect from antitrust enforcement with the new Trump administration.

Links Mentioned in Today’s Episode:

Stephen Fishbein
Stephen Fishbein on LinkedIn

A&O Shearman
Inside Insider Trading with Stephen Fishbein
Amelia Martella on LinkedIn

Richard Squire on LinkedIn

Fordham University School of Law Corporate Law Center