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ProfessorBainbridge.com

ProfessorBainbridge.com

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Corporate law, governance, and M&A insights from UCLA Law professor Stephen M. Bainbridge.

Recent Posts

The Stock Market and AI
News•Feb 25, 2026

The Stock Market and AI

Wall Street’s recent AI anxiety sparked a sharp selloff in software stocks, pushing many private tech firms to postpone IPOs as investors anticipate a handful of mega‑offerings to dominate the market. A viral Citrini Research report amplified fears, warning that rapid AI adoption could slash white‑collar employment, trigger spending cuts, and create a financial contagion across credit, insurance and wealth‑management sectors. Analysts note that investors are already embedding these downside scenarios into valuations, reflecting a sophisticated risk premium on AI‑linked equities. The debate now extends to policy, with proposals to tax AI firms to offset broader societal disruption.

By ProfessorBainbridge.com
Can Private Litigation Hold Auditors to Account?
News•Feb 22, 2026

Can Private Litigation Hold Auditors to Account?

The episode examines the rising trend of private litigation as a tool to hold audit firms accountable, sparked by concerns over potential SEC Chairman Paul Atkins' moves to weaken the PCAOB. Host Francine McKenna references her Substack post and discusses...

By ProfessorBainbridge.com
Evaluating Joe Grundfest's Argument For Repealing the Shareholder Proposal Rule
News•Feb 20, 2026

Evaluating Joe Grundfest's Argument For Repealing the Shareholder Proposal Rule

In this episode, host Bainbridge critiques SEC Rule 14a-8, arguing it should be repealed or substantially reformed due to high costs, procedural flaws, and misuse, while proposing higher ownership thresholds and stricter materiality standards as alternatives. He then evaluates Joseph...

By ProfessorBainbridge.com
Appraisal Week Concludes: Contracting Out
News•Feb 7, 2026

Appraisal Week Concludes: Contracting Out

The episode explores whether appraisal rights—statutory protections for dissenting shareholders—can be waived or limited through contractual mechanisms such as merger agreement clauses, corporate articles, or shareholder agreements, and how the answer varies between public and closely held corporations. It explains...

By ProfessorBainbridge.com
It's Appraisal Week in M&A
News•Feb 2, 2026

It's Appraisal Week in M&A

In this episode, Stephen Bainbridge introduces a qualitative overview of business valuation methods used in Delaware appraisal proceedings, focusing on the fundamentals rather than detailed numerical models. He highlights three YouTube videos he previously created that dive deeper into valuation...

By ProfessorBainbridge.com
The Latest Politically Motivated Books and Records Inspection Demand
News•Jan 28, 2026

The Latest Politically Motivated Books and Records Inspection Demand

The episode examines a recent Delaware Chancery Court complaint by NVIDIA shareholders demanding inspection of the company's books and records related to a deal with the Trump administration that tied AI chip export licenses to revenue percentages paid to the...

By ProfessorBainbridge.com
Presumptively Final Comments on Elon Musk's Delaware Travails
News•Jan 26, 2026

Presumptively Final Comments on Elon Musk's Delaware Travails

The episode reviews Elon Musk’s ongoing legal battles in Delaware, focusing on his controversial compensation package and recent shareholder lawsuits tied to Tesla’s sharp stock decline. It references the host’s recent articles analyzing Delaware’s historic dominance in corporate law, emerging...

By ProfessorBainbridge.com
How the Business of Privateering Contributed to the Evolution of Corporate Law
News•Jan 21, 2026

How the Business of Privateering Contributed to the Evolution of Corporate Law

In this episode, the host discusses a new law review article that traces how early 19th‑century privateering statutes, especially New York’s 1814 Act, served as the United States’ first general incorporation law and a form of industrial policy. The analysis...

By ProfessorBainbridge.com
Are Plaintiff Attorneys' Fee Awards in the Delaware Chancery Court Excessive? Part IV
News•Jan 12, 2026

Are Plaintiff Attorneys' Fee Awards in the Delaware Chancery Court Excessive? Part IV

In this episode, the host revisits the ongoing debate about plaintiff attorney fee awards in the Delaware Court of Chancery, focusing on the new empirical study "Is Delaware Different? Stockholder Lawyering in the Court of Chancery" by Stephen J. Choi,...

By ProfessorBainbridge.com