If you thought $56 billion was a big payday for Elon Musk, you won’t believe the new proposal: $1 trillion. What does that type of incentive package even look like and how will shareholders and the public react to the largest CEO payday in history? Ann Lipton, Laurence W. DeMuth Chair of Business Law at the University of Colorado Law School, breaks down Tesla’s unprecedented $1 trillion pay package, starting with the backstory of Musk’s 2018 $56 billion compensation plan, the Delaware litigation that rescinded it, and the board’s recent move to grant him 96 million shares as a hedge against losing on appeal. We then turn to the new $1 trillion incentive plan, which ties Musk’s payout to ambitious milestones, from doubling Tesla’s market cap to delivering 20 million vehicles, selling millions of robotaxis, and expanding full self-driving subscriptions. We explore shareholder approval dynamics, board independence questions, and why the plan is designed to guarantee Musk 25% voting power. Learn how this landmark deal could transform Tesla and set new precedents for executive pay across all American corporations.

Key Points From This Episode:

• Musk’s 2018 $56B compensation plan, why it was struck down in Delaware, and where it currently stands.
• The board’s decision to grant Musk 96 million shares in case he loses the Delaware Supreme Court appeal.
• How Texas law makes shareholder lawsuits against Tesla nearly impossible.
• Tesla’s new $1 trillion, 10-year incentive plan and the milestones tied to Musk’s payout.
• Why reaching milestones early matters for Musk, as early wins allow shares to vest sooner.
• The plan’s lack of requirements for Musk’s time commitment, despite his other ventures.
• How the board is using financial incentives to keep Musk focused on Tesla.
• Why shareholder approval is expected to pass and how it could give Musk 25% voting power.
• Questions raised about board independence and the special committee’s role.
• The consequences of Tesla’s reliance on Musk’s vision to sustain its market value.
• Key financial and tax advantages for Tesla if they win in Delaware.
• Details of the Delaware Supreme Court oral arguments scheduled for October via livestream.

Links Mentioned in Today’s Episode:

Ann Lipton
Ann Lipton on LinkedIn
Ann Lipton on Bluesky
Ann Lipton Blog
Shareholder Primacy Podcast
Delaware Judicial Courts | Live Stream
Fordham University School of Law Corporate Law Center

It’s been 15 years since the Dodd-Frank Act reshaped financial regulation in the aftermath of the 2008 financial crisis. Among its most impactful legacies are its whistleblower protections. Joining us to explore this topic is Dave Jochnowitz, a Partner at Outten & Golden and the Co-Chair of the firm’s Whistleblower and Retaliation Practice group. He is a frequent writer, speaker, and contributor to the Whistleblower community. During this conversation, we trace the evolution of whistleblower laws from early protections to the False Claims Act, the Dodd-Frank SCC Whistleblower program, and examine how legal safeguards have expanded and been challenged over time. We also discuss what the future may hold for whistleblowers under this administration’s shifting political priorities. Join us as we dissect the history, current realities, and future of whistleblowing and retaliation, with a focus on how those who speak up continue to be protected.

Key Points From This Episode:

• An introduction to how the Dodd-Frank Act reshaped financial regulation and its enduring legacies.
• Partner at Outten & Golden, Dave Jochnowitz, speaks to his history with the whistleblower community.
• Where whistleblowing deviates from employment law.
• The industries where whistleblowing is most prevalent.
• Whistleblowing and whistleblower protection history in the United States and beyond.
• How the SEC Whistleblower program took a different approach and why this was beneficial.
• Legal requirements for tips.
• Why there is omnipartisan support for whistleblowing.
• Thoughts on DOJ lawyer Erez Reuveni’s misconduct.
• The difference between whistleblowing and promoting a culture of suspicion.
• How the District Court distinguishes between when the government intervenes and when it does not.
• Whistleblowing and retaliation in the age of AI.

Links Mentioned in Today’s Episode:

Dave Jochnowitz on LinkedIn

Outten & Golden on LinkedIn

Outten & Golden

Fordham University School of Law Corporate Law Center

Should profit be part of the calculation in developing safe AI? The future of artificial general intelligence (“AGI”) hinges on how well we balance innovation with safety. In this episode, Tyler Whitmer, founder, president, and CEO of Legal Advocates for Safe Science and Technology (LASST), talks about his work to protect OpenAI’s original mission to ensure AGI is safe and benefits all of humanity. Drawing on his background as a commercial litigator and nonprofit leader, Tyler explains why OpenAI’s unique corporate structure was designed to safeguard against profit motives and how a proposed restructuring could weaken those protections. He outlines the legal and ethical risks of shifting control away from the nonprofit, the coalition effort that led to an open letter to California and Delaware attorneys general, and what changes are still needed to keep mission ahead of money. The conversation also explores broader concerns about the democratization of harmful technologies, the role of legal advocacy in tech safety, and advice for lawyers who want to work in this critical space. Listen in for a timely look at the intersection between law, technology, and the public interest!

Key Points From This Episode:

• Tyler’s path from partner at Quinn Emanuel to nonprofit AI safety advocate.
• The founding of LASST to address potential catastrophic tech risks through legal advocacy.
• How LASST uses litigation tracking and amicus briefs to influence court decisions.
• OpenAI’s charitable mission as a 501(c)(3) to ensure AGI is safe and benefits all of humanity.
• An outline of the concerns over OpenAI’s shift from mission-focused to profit-driven goals.
• What makes OpenAI’s original nonprofit-over-for-profit structure so unique.
• Details of the proposed restructuring and its potential mission risks.
• A breakdown of the open letter urging AGs to protect OpenAI’s charitable mission.
• Unpacking legal concerns for restructuring under California law and Delaware fiduciary duty.
• How OpenAI has revised its plans and the remaining questions on control and safeguards.
• Risks of removing investor return caps, including weakening mission enforceability.
• Tyler’s optimism about AI’s benefits, alongside concerns over its potential for grave harm.
• Advice for young lawyers entering the evolving AI and legal landscape.

Links Mentioned in Today’s Episode:

Tyler Whitmer
Tyler Whitmer on LinkedIn
Legal Advocates for Safe Science and Technology (LASST)

Encode

Encode Amicus Brief
'Not for Private Gain: An Open Letter to OpenAI' | April 2025

'Not for Private Gain: An Open Letter to OpenAI Update' | May 2025

Fordham University School of Law Corporate Law Center

What happens when a high-stakes legal case collides with tragedy, headlines, and the film industry? In this episode of Bite-Sized Business Law, Melina Spadone, General Counsel at Thomasville Pictures and lead counsel for the Alec Baldwin film Rust, shares how she was unexpectedly thrust into one of the most publicized lawsuits in recent memory following the accidental on-set shooting that killed cinematographer Halyna Hutchins and sparked national outrage. From managing fractured legal teams and negotiating settlements to handling crisis PR and even editing the film’s trailer, Melina recounts how her unconventional career path and ability to navigate complexity positioned her to lead with strategy and empathy. She reflects on the power of being underestimated, the value of trusting her instincts, and the unexpected ways that her background (from M&A law to parenting) prepared her for the moment. Tune in to find out how creative thinking, empathy, and fearless leadership helped navigate one of the most sensitive lawsuits in Hollywood, and why Melina believes every twist in her unconventional career led her exactly where she was meant to be!

Key Points From This Episode:

• How Melina’s eclectic law school experience shaped her career philosophy.
• The case for being a jack of all trades and embracing unpredictability.
• Insight into the unexpected way Melina became lead counsel on the Rust case.
• Strategic leadership across litigation, OSHA, insurance, and PR in a crisis.
• Treating a movie as a distressed asset in legal negotiations.
• Honoring Halyna Hutchins through movie completion and awards consideration.
• Ways that Melina’s varied career experience and personal background prepared her for this case.
• Why being underestimated is a secret weapon.
• Lessons in self-trust, advocacy, and client-centered lawyering.
• Beyond the headlines: financing and completing Rust post-settlement.
• Thoughts on Trump’s proposed film tariffs.
• How AI and cost are shaping the future of independent film.

Links Mentioned in Today’s Episode:

Melina Spadone

Thomasville Pictures

Rust Trailer

Rust on Amazon Prime

Rust on Apple TV

Room to Grow

The Metropolitan Opera

Fordham Follies

Fordham University School of Law Corporate Law Center

The U.S. just added another $5 trillion to its borrowing capacity, thanks to President Trump’s new bill. While this move may ease short-term pressure, it raises deeper questions about debt, inflation, and economic stability. In this episode we welcome back Richard Squire, Professor of Business Law at Fordham Law School and faculty director of the Corporate Law Center, to unpack the deeper implications of the “One Big Beautiful Bill Act”. We explore how the U.S. deficit ballooned to over 100% of GDP, and why that’s especially troubling in a country with considerably lower tax revenue than its peers. Richard explains the Federal Reserve’s evolving role in managing inflation, the politics of interest on bank reserves, and why Senator Ted Cruz’s proposal to stop those payments could trigger runaway inflation. From fiat currency to the hidden mechanics of debt monetization, Richard offers a sharp, accessible breakdown of the forces shaping America’s fiscal future. He also explains who stands to bear the costs. Tune in for an eye-opening look at the choices that will define the decades ahead.

Key Points From This Episode:

• The “One Big Beautiful Bill Act”: How it will impact spending, taxes, and the deficit.
• How the US’s national debt compares to other developed countries.
• Why the US has an increasingly high deficit despite relatively low government spending.
• The role of low tax revenue in fueling the national debt.
• Why the Fed pays interest on bank reserves and how it helps fight inflation.
• Senator Cruz’s proposal and why it could trigger massive inflation.
• Debating a possible alternative fix to redirect income back to the Treasury.
• The politics of debt monetization and its hidden economic implications.
• Why the US is unlikely to default on debt issued in its own fiat currency.
• The economic tradeoffs between inflation, taxes, spending cuts, borrowing, and defaulting.
• Who suffers most from hyperinflation: younger adults, poorer populations, and future generations.
• Unpacking interest rates, tariffs, and the outlook for future inflation.
• A brief look at Wall Street’s reaction to debt growth and policy uncertainty.

Links Mentioned in Today’s Episode:

Richard Squire
Richard Squire on LinkedIn
Amelia Martella on LinkedIn

Fordham University School of Law Corporate Law Center

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