Looking Back at Citizens United Part 1: The Case
The article revisits the landmark 2010 Supreme Court decision in Citizens United v. Federal Election Commission, outlining the case’s origins, legal arguments, and the Court’s 5‑4 ruling that corporate political spending is protected speech under the First Amendment. It details how the decision dismantled previous limits on independent expenditures by corporations and unions, leading to the rise of Super PACs. The piece also highlights the ongoing debate over money’s influence in politics and the legal challenges that have emerged since the ruling. By framing the case as a pivotal moment in campaign‑finance law, the author sets the stage for a deeper analysis in subsequent installments.
The Appalling State of the Ordinary Business Grounds for Excluding a Shareholder Proposal
In Dinapoli v. BJ’s Wholesale Club Holdings, D. Mass., Judge Leo Sorokin granted an injunction forcing BJ’s to include a New York State Comptroller‑sponsored ESG proposal in its 2026 proxy, despite the company’s reliance on the ordinary‑business exclusion under Rule...
The Economics of Team Production
The piece uses a Wall Street Journal golf supplement as a lens to explore political heterogeneity on corporate boards, treating the board as a team‑production unit. It highlights that board members often span a range of ideologies, which can affect...
A Brief History of Limited Liability Under California Corporate Law
The California Constitution once required each shareholder to be personally liable for a proportion of a corporation’s debts, as outlined in Article XII, § 3. That provision was repealed on November 4, 1930, ushering in limited liability for shareholders. California’s adoption of limited liability...
Caremark and Proxy Fraud Liability for Material Deficiencies in the Board’s Oversight of Management and Internal Controls
Mega Bank Holding Co. settled federal securities‑fraud and banking‑regulation claims for $1.7 billion, admitting that non‑compliant loans were packaged into residential mortgage‑backed securities. Shareholders have combined derivative and class actions alleging the company’s proxy statements falsely claimed the board provided adequate...
Miscellany
Professor Stephen Bainbridge posted a two‑part analysis of the Delaware case Witmer v. Armistice Capital, LLC, examining how insider‑trading claims intersect with state corporate law. Lauren Pringle of The Chancery Daily highlighted the series in her newsletter, noting the omission...
Can Federal Courts Exercise Powers Assigned to the Delaware Chancery Court?
The article examines whether U.S. federal courts sitting in diversity can exercise director‑removal powers typically reserved for state courts, citing the Van Steenwyk decision. The court affirmed that federal equity jurisdiction is bounded by historic principles and cannot be expanded by...
Witmer V. Armistice Capital, LLC: Part 1
The article traces insider‑trading law from its early roots in state corporate fiduciary duties to today’s dominance by the SEC, while noting that state statutes still matter. Delaware boasts the most sophisticated state‑law framework, and the Delaware Supreme Court is...
Divesting University Endowments for Social/Political Reasons: Part 1
Two recent law review articles by Northwestern’s Max Schanzenbach and Harvard’s Robert Sitkoff examine the legal landscape of university endowment divestment driven by non‑financial motives. One paper outlines the legal challenges and potential liabilities of politically motivated divestment, while the...
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...
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...
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...
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...
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...
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...