When the Supreme Court issued its highly anticipated opinion in the Purdue Pharma case this June, decades of bankruptcy practice was called into question. The Court’s opinion removed a potent shield from the Sackler family, owners of Purdue Pharma, who many believe caused the opioid crisis, and it also clarified the fundamental limits of bankruptcy law. Today, we take another look at this groundbreaking case and all its implications as we are joined again by Brook Gotberg and Richard Squire. After a quick recap of the history of the Sacklers and OxyContin, we take a closer look at third-party releases, why they came to be, and how the Sackers are considered third parties even while deeply entrenched in the company. Then we explore voting statistics and the role of consent in bankruptcy settlements, the aftereffects of the Bankruptcy Court confirming Purdue’s plan, the Supreme Court’s decision on the merits including how Section 1123(b)(6) and other bankruptcy laws were interpreted, and the arguments set forth in Justice Brett Kavanaugh’s dissent. We end with backdoor tort reform and try to understand the Supreme Court’s underlying agenda, and our guests detail possible legislative solutions as they share their visions of the future of bankruptcy law post Purdue Pharma.

Key Points From This Episode:

• A brief history of the Sackler family, OxyContin and the opioid crisis in America, and Purdue Pharma’s bankruptcy filing.
• Understanding a third-party release; what it is and how it came about.
• How the Sacklers, founders and owners of Purdue Pharma, can still be considered third parties.
• Voting statistics and the role of consent in the Purdue Pharma case.
• Why some bankruptcy plans are given the green light even after multiple creditor objections.
• The state of affairs after the Bankruptcy Court confirmed Purdue Pharma’s plan.
• Defining the central holding of the Supreme Court case handed down in June 2024.
• Unpacking Justice Kavanaugh’s dissent and the merits thereof.
• Exploring how Section 1123(b)(6) and other bankruptcy laws were interpreted in this case.
• The future of bankruptcy law after Purdue Pharma.
• Backdoor tort reform implications and the Supreme Court’s underlying agenda.
• Whether bankruptcy is trying to colonize other areas of law.
• Possible legislative adjustments and solutions.

Links Mentioned in Today’s Episode:

Brook Gotberg at BYU Law

Brook Gotberg on LinkedIn

Brook Gotberg on X

Richard Squire at Fordham Law

Richard Squire on LinkedIn

‘Harrington v. Purdue Pharma L.P.’

Purdue Pharma

Associate Justice Brett M. Kavanaugh

‘Chapter 11 - Bankruptcy Basics’

Fordham University School of Law Corporate Law Center

Is the current corporate tax system fair, or does it enable companies to exploit legal loopholes while sidelining essential societal goals? Today, we continue our in-depth discussion on tax within the Environmental, Social, and Governance (ESG) space, delving into the intricacies of corporate tax with Seth Piken. Seth is tax counsel at Ropes & Gray, specializing in corporate and international tax law. In our conversation, we discuss the fairness of the current tax regime, examine whether it’s the best mechanism to drive ESG initiatives, and debate if ESG ratings should influence corporate tax rates. Explore the potential challenges posed by additional ESG-related taxes, the tension between ESG principles and the traditional goal of wealth maximization, and the effectiveness of the proposed ESG-tax framework in achieving its intended impact. Join us as we tackle the broader societal implications of higher corporate taxes, the complexities of fairly administering tax rates within an ESG framework, the global taxation system, and much more. Tune in now!

Key Points From This Episode:

• Introducing our special guest and corporate tax law specialist, Seth Piken.
• A brief recap of the previous episode and its main takeaways surrounding tax.
• Seth shares his thoughts on companies exploiting legal tax loopholes.
• Background about the corporate tax regime and why companies should pay tax.
• Alternative ways of using the existing tax system to enhance the ESG space.
• Justifications for why corporations should not have to pay more tax.
• Seth explains why corporations sometimes pay lower taxes than expected.
• Uncover common misconceptions surrounding corporate tax rates.
• Find out why increasing tax will result in lower contributions to the ESG movement.
• The complexities of including corporate tax within the ESG rating system.
• Learn why Warren Buffet’s recent remarks regarding taxes were misleading.
• What Seth liked about the Missing T article, and the idea of including ESG within corporate tax.

Links Mentioned in Today’s Episode:

Seth A. Piken

Ropes & Gray

Episode 50 - The Missing T: Part I

‘The Missing "T" in ESG’

Danielle Chaim at Bar-Ilan University

Gideon Parchomovsky at University of Pennsylvania Carey Law School

Episode 30 - Adam Winkler on Corporations as People

We the Corporations

Berkshire Hathaway

Fordham University School of Law Corporate Law Center

The Environmental, Social, and Governance (ESG) movement is often hailed as one of the most transformative initiatives in modern corporate history. But are we overlooking a critical element that could redefine what it means to be a truly responsible corporation? In this episode, we explore an often-overlooked aspect of ESG—what the authors of a groundbreaking paper call the “missing T.” We are joined by Danielle Chaim, Assistant Professor at Bar-Ilan University, whose research focuses on the intersection of corporate governance and financial markets, and Gideon Parchomovsky, Professor of Law at the University of Pennsylvania Carey Law School, a leading expert in intellectual property and privacy law. Together, they unravel how corporate tax plays a pivotal role in shaping sustainable and equitable business practices. They discuss the growing trend of investors gravitating towards companies aligned with ESG principles and the ESG successes that corporations have achieved. Explore the blind spots within the ESG movement and how aggressive tax behaviors can significantly undermine the progress made by ESG initiatives. Gain insights into how corporations take advantage of legal tax avoidance strategies, why ESG rating agencies are partly to blame, the role of institutional investors, transparency, and more. Join us to discover the hidden complexities of ESG and how the “missing T” could be the key to truly sustainable business practices. Tune in now!

Key Points From This Episode:

• What the ESG movement is and its rise in popularity among investors.
• How the dysfunctional nature of politics has driven ESG in business.
• Discover the biggest problem and flaw facing the ESG movement.
• Aggressive tax behavior and why corporations are not held accountable for it.
• Hear examples of the various tax loopholes that corporations leverage.
• Unpack the tax behavior trends of large and powerful corporations in recent years.
• Why the government still has a significant role to play in the ESG movement.
• Explore why partnerships between governments and corporations are vital.
• Uncover the mystery behind ESG rating agencies and their rating methodology.
• The relationships between high ESG ratings and aggressive tax behavior.
• Final takeaways and what can be done to fill the tax gap in the ESG framework.

Links Mentioned in Today’s Episode:

Danielle Chaim on LinkedIn

Danielle Chaim at Bar-Ilan University

Gideon Parchomovsky at University of Pennsylvania Carey Law School

‘The Missing "T" in ESG’

‘ESG to hit $40tn by 2030 says Bloomberg’

The Institute on Taxation and Economic Policy (ITEP)

Fordham University School of Law Corporate Law Center

As much as the past three decades have relaxed us into thinking otherwise, recent outbreaks of conflict have proven once again how war is inextricably intertwined with our economy and the business world. So, what is the role of the private sector in geopolitical crises, and how should we modernize our businesses to meet the challenges of the 21st century? William Jannace is an Assistant Professor at the Eisenhower School for National Security and Resource Strategy; Josh Lipsky is the Senior Director of the GeoEconomics Center at Atlantic Council, and today, the pair leans on their adept experiences in law to help explain why business and war cannot be separated. We discuss the role of business in modern geopolitical tensions, how recent conflicts have woken us from our dream state, how war brings a corporation’s geopolitical shortcomings to the forefront, and why elections play a huge role in how conflict is handled globally. We also unpack the power of government-private sector collaborations, the modern threat of digital security, where cryptocurrency fits in, and the role of the U.S. dollar in today’s geopolitical climate.

Key Points From This Episode:

• William Jannace and Josh Lipsky detail their journeys in studying and practicing law.
• The role of business in modern geopolitical conflicts and tensions.
• How the Russia-Ukraine conflict reminds us of corporate responsibility in national security.
• The way conflict forces businesses to address their internal geopolitical shortcomings.
• Understanding how elections affect the way political leaders handle conflict, globally.
• How governments and their private sectors can band together against election interference.
• The way non-State actors influence political campaigns and shape foreign policies.
• Ascertaining the role of the U.S. dollar in today’s geopolitical climate.
• Crime as a service: how cybercriminals influence global instability, and the role of crypto.
• The next steps for corporations that want to use their power responsibly for global peace.

Links Mentioned in Today’s Episode:

William Jannace on LinkedIn

The Eisenhower School for National Security and Resource Strategy

Josh Lipsky on LinkedIn

Atlantic Council

U.S. Army War College

Global Financial Markets Institute

Metropolitan College

New York Stock Exchange

FINRA

The World Bank

IMF

Christine Lagarde on LinkedIn

U.S. Department of State

The Daily Show

FSVC

‘Bretton Woods Agreement and the Institutions It Created Explained’

Fordham University School of Law Corporate Law Center

Currently valued at over $4 trillion, the leveraged credit market in the United States is one of the fastest-growing asset classes, driving a strong demand for well-trained credit analysts. Today’s guest is Michael Gatto, an author, adjunct professor at Fordham University's Gabelli School of Business and Columbia Business School, and Partner at Silver Point Capital, a $30 billion credit-focused global investment firm where he leads the firm’s Private Side Business. His latest book, The Credit Investor’s Handbook: Leveraged Loans, High Yield Bonds and Distressed Debt, serves as a definitive guide for young investment professionals building a career in the leveraged credit markets, covering public, private, performing, and distressed sectors. In this episode, Michael shares invaluable insights from his 25 years of investing experience, benefiting both newcomers and seasoned professionals looking to refine their investment skills. Join us as we explore Michael’s fascinating career journey, the experiences that have shaped him into a debt markets expert, and his advice for students today. Whether you're preparing for or enhancing a career in credit investing, this episode is a must-listen!

Key Points From This Episode:

• An overview of Michael’s background, education, and how he became a credit analyst.
• The story of his time at Goldman Sachs within the Special Situations Group (SSG).
• What led him to become the first non-founding partner at Silver Point Capital.
• A definition of credit investing and why Silver Point is a global leader in this market.
• How the leveraged credit market has grown exponentially since Silver Point launched.
• Why Michael felt compelled to write this book, what the process entailed, and who it caters to.
• The soft skills that facilitate a successful career investing in the leveraged credit markets.
• Some of the ways that teaching has influenced Michael’s professional success.
• Insight into Michael’s role as Director of the O’Shea Center for Credit Analysis and Investment.
• How you can benefit from the incredible network that the O’Shea Center has built.
• Inspiring advice for students who want to follow a similar career path to Michael’s.

Links Mentioned in Today’s Episode:

Michael Gatto

Michael Gatto on LinkedIn

Credit Investor’s Handbook

Silver Point Finance

O’Shea Center for Credit Analysis and Investment

Fordham Gabelli School of Business

Columbia Business School

Fordham University School of Law Corporate Law Center

The New York State Bar Association has spoken! An April report by its esteemed Task Force examines the legal, social, and ethical impact of AI on the legal profession, as well as how the new guidelines will impact businesses everywhere. In this episode, we interview one of the 16 members of the AI Task Force about his first-hand experience at the helm of developing this new frontier. Jonathan Armstrong is a Partner at Punter Southall Law in London, where his focus on compliance and technology positions him as one of the most influential figures in fintech, AI, and data security across the globe. Join us as Jonathan offers insights into the necessity of a global approach to combat the problem of AI-driven territory seizing and weighs in on different principles underpinning new laws. We discuss data training, what needs to happen to make data more trustworthy, liability exposure, why opting out of AI is not an option, and much more. Be sure to tune in to hear Jonathan’s answers to many of the most pertinent questions in the legal world today!

Key Points From This Episode:

• The recent NYSBA report on the impact of AI on the legal profession.
• Jonathan’s path to combining his dual passions for law and technology.
• His course on international compliance at Fordham Law.
• How Jonathan was chosen to sit on the AI Task Force.
• The issue of AI seizing territory and the necessity of having a global approach.
• Categorizing the principles beneath new laws.
• Inaccuracy in AI and its impact on access to justice.
• Challenges associated with which data AI should be trained on.
• What needs to happen to be able to trust the data produced by AI.
• Responsible use of AI in legal practice.
• Jonathan’s insights on liability exposure for AI with reference to corporate boards.
• Risk analyses that should be prioritized by corporate boards.
• Why opting out of AI is not a realistic option.
• Developing the skills necessary to establish your value as a young lawyer.
• What you need to know about the EU-required “Fundamental Rights Impact Assessments.”
• Identifying and remediating the risks of AI mediation.
• Testing AI integrations according to core values to set appropriate foundations.

Links Mentioned in Today’s Episode:

Jonathan Armstrong

Jonathan Armstrong on LinkedIn

Report and Recommendations of the New York State Bar Association Task Force on Artificial Intelligence

Punter Southall Law

Task Force on Artificial Intelligence

Vivian Wesson on LinkedIn

Fordham University School of Law Corporate Law Center

Today, we delve into the captivating world of white-collar crime to pose a question that almost no one is asking. This is not your typical true crime story, but rather one individual’s staggering fall from the C-suite to a prison cell. In this episode, we explore the best ways to punish white-collar crimes and debate whether or not jail is an appropriate or effective solution. Here to contribute his expertise is Fordham Law Professor and resident corporate law expert, Richard Squire. He joins us to share his perspective on the high-profile case of FTX founder Sam Bankman-Fried, who was once lauded as a genius and a leader in the world of cryptocurrency, before being sentenced to 25 years in prison for defrauding customers and investors. Tune in to discover if the criminal justice system's four purposes are met by imprisoning white-collar criminals, the impact of reputational damage, potential alternatives to jail time, and insights into the sometimes severe penalties for insider trading. You’ll also learn about the political incentives for prosecuting white-collar crimes, particularly in emerging industries like crypto, and the conflicts of interest that lawyers should be aware of in these cases. This thought-provoking conversation is packed with valuable insights into corporate law and the ethical challenges of the business world, so be sure not to miss it!

Key Points From This Episode:

• Examples and statistics of the type of white-collar crimes we discuss in this episode.
• An exploration of the best ways to punish those who commit financial crimes.
• The case of Sam Bankman-Fried (SBF) and FTX: a quick refresher on the details.
• Four purposes of the criminal justice system and whether they apply to SBF’s case.
• What constitutes “deliberate intent to deceive” in a fraud case; why it’s so difficult to prove.
• The strength of the case against SBF and questions regarding his long jail sentence.
• Details of the bankruptcy proceedings amidst SBF's legal battles: how this impacted their legal strategy and public perception of accountability.
• Whether or not imprisoning white-collar criminals serves the purposes of criminal justice.
• Pros and cons of the incapacitation that accompanies a prison sentence.
• Political motivations for prosecuting white-collar crimes, like insider trading, especially in emerging industries like cryptocurrency.
• A definition of insider trading and some better-known examples of it.
• Punishment for insider trading: is jail time appropriate or necessary?
• How wealth and public perception contribute to the severity with which a white-collar criminal is punished.
• Alternatives for punishing financial crimes, and when jail time is appropriate.

Links Mentioned in Today’s Episode:

Richard Squire

Richard Squire on LinkedIn

United States v. Samuel Bankman-Fried

United States v. Matthew Kluger

Raj Rajaratnam Insider Trading Conviction

'Inside Insider Trading with Stephen Fishbein'

Amy Martella

Fordham University School of Law Corporate Law Center

Dig in to the most compelling business law issues of the moment with host Amy Martella, the Executive Director of the Corporate Law Center at Fordham University School of Law. Bite-Sized Business Law tackles big issues in small doses through interviews with corporate attorneys, industry experts, public figures, and business law scholars. Stay informed and gain deeper understanding with invaluable insight on everything from financial meltdowns to emerging market trends. No issue is too big for Bite-Sized Business Law.