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In this episode, host Bainbridge critiques SEC Rule 14a-8, arguing it should be repealed or substantially reformed due to high costs, procedural flaws, and misuse, while proposing higher ownership thresholds and stricter materiality standards as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 Grundfest’s Wall Street Journal op‑ed, which contends the rule should be eliminated entirely, claiming it lacks statutory basis, is counterproductive, and may be unconstitutional. The discussion contrasts Bainbridge’s reform‑focused stance with Grundfest’s more radical repeal position, highlighting the tension between shareholder activism and board governance.
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...
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...
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...
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,...