Bite-Sized Business Law The Corporate Law Center at Fordham University School of Law

American financier, Michael Milken, has been called many things, from the junk bond king to a criminal and a fraud. But he has also been credited as the most important person to alter the financial markets since JP Morgan, with some even estimating that he has created more wealth for shareholders than any financier in modern history. Milken is perhaps best known for his role in the development of the market for high-yield bonds, also referred to as junk bonds, and his conviction and sentence following a guilty plea on felony charges for violating US securities laws in 1990. Joining us today to discuss this important figure is Richard Sandler, Executive Director of the Milken Family Foundation, Director of the Milken Institute, and a personal lawyer to Michael Milken during his criminal investigation. We talk with Richard about his book, Witness to a Prosecution: The Myth of Michael Milken, and why he argues that Milken is one of the most misunderstood public figures of all time. Richard shares his insights on key events during this era, Michael’s true character, and the convoluted and unjust processes that led to his conviction. Tune in to hear the full story of Michael Milken from his personal friend and lawyer, Richard Sandler!


Key Points From This Episode:
Some background on Richard Sandler and his legal career.How he came to work with Michael Milken at Drexel Burnham Lambert.Richard’s long relationship with Milken, beginning in childhood.His response to those who question his objectivity regarding Milken.A breakdown of high-yield bonds, also known as junk bonds, and how they work.Milken’s early interest in high-yield bonds and why he believed in their potential value.Why Drexel allocated capital to him to invest in new securities.Unpacking the disruption that Milken caused and how this upset Wall Street.An overview of Ivan Boesky, his role on Wall Street, and his conviction for insider trading.What it was like when Milken was formally charged.The unusual amount of publicity that this case received and the implications of this.A breakdown of the charges against Milken, the proceedings, and why Milken pled guilty.Why the criminal process is not a level playing field, no matter what your resources are.The deeply disruptive impact the case had on Milken and his young family.Key flaws in the prosecutorial system and assumptions of guilt.Richard’s respect for Milken’s lawyers and his take on punishment for non-violent crimes.What compelled him to write Witness to a Prosecution: The Myth of Michael Milken.Reflecting on Milken’s true character as a good and caring individual.What Milken is doing today and his many philanthropic endeavors.

Links Mentioned in Today’s Episode:
Richard Sandler
Witness to a Prosecution: The Myth of Michael Milken
Michael Milken
Three Felonies A Day: How the Feds Target the Innocent
The Milken Family Foundation
Fordham University School of Law Corporate Law Center

Do shareholder proposals compel corporations to speak in ways that violate the First Amendment? Although shareholder proposals have been studied from numerous angles, the concept of compelled speech is fairly novel. And this question raises several other inquiries, including the nature of corporate purpose and the rationale behind negative speech rights in the first place. Joining us to discuss this fascinating proposition is Professor Sean J. Griffith, the T.J. Maloney Chair in Business Law at Fordham Law School, a former Director of the Fordham Corporate Law Center, and an expert in corporate and securities law. Tuning in, you’ll gain insight into Sean’s paper, ‘Shareholder Proposals and the Negative Speech Rights of Corporations’, how the shareholder proposal rule predominantly relates to sociopolitical issues rather than financial or company performance issues, and how it compels corporations to speak on controversial issues. We also touch on a corporation’s right to religious freedom, what companies can do to oppose shareholder proposals and much more, so be sure to listen in today!


Key Points From This Episode:
What inspired Sean to write articles on shareholder proposals and corporate speech.Corporations that the shareholder proposal rule applies to and what it entails.How the shareholder rule (Rule 14a-8) has evolved since its inception.Ways that shareholder proposals compel corporations to speak on controversial issues.Supreme court cases that illustrate violations of companies’ First Amendment rights.Insight into how a company might seek exclusion from the SEC.The relationship between corporate negative speech rights and corporate purpose.Intrinsic interests, corporate souls, and the rationale behind negative speech rights.Whether or not every social “hot button” issue affects a company’s financial performance.How companies can seek to exclude shareholder proposals.Why existing policy arguments for and against shareholder proposals haven’t necessarily included First Amendment rights.

Links Mentioned in Today’s Episode:
Sean J. Griffith
Sean J. Griffith on LinkedIn
‘Shareholder Proposals and the Negative Speech Rights of Corporations’
'What’s “Controversial” About ESG? A Theory of Compelled Commercial Speech under the First Amendment’
Fordham University School of Law Corporate Law Center

The perception of defaulted sovereign debt investing has swayed between a masterful strategy and a divisive one that preys on poorer nations. To help us make sense of this, we are joined by one of the godfathers of sovereign debt investing, Jay Newman. Jay has had a remarkable career in international finance, he’s a trailblazer in sovereign debt investing, and now, with his first novel, Undermoney, he has also cemented himself as a captivating author. After learning about Jay’s roots and history in finance, he gives us his definition of sovereign debt investing and how he and his company helped to develop the strategy. Then, we dive into the 15-year saga that concluded with one of the biggest hedge fund trades in history: Argentine bonds. Jay gives us his first-hand experience of the drama including how Argentina acted throughout, how he dealt with pitfalls and challenges, Argentina’s fatal mistake, his asset seizure strategy, and the lessons that can be learned from the seizure of The Libertad. We also discover how the Yegiazaryan v. Smagin ruling of 2023 affects sovereign debt investing, what Jay has to say about the negative perceptions of sovereign debt investing, and the ins and outs of his enthralling debut novel, Undermoney. 
 
Key Points From This Episode:
Getting to know the international finance expert-turned-novelist, Jay Newman. What drew him away from law and into finance, and a look at his professional history.The idea behind sovereign debt investing. How Jay and his company helped to develop the sovereign debt strategy, and the role of the bond market.The 15-year saga that concluded with one of the biggest hedge fund trades in history.A critical assessment of how Argentina operated during the saga, and how Jay dealt with it. Argentina’s fatal misstep. When Jay knew that it was time to pursue Argentina’s assets, and the strategies he used. The story behind the seizure of the Argentine naval ship, The Libertad. Understanding what broke the stalemate between Argentina and its creditors. Jay’s advice for how to handle winning judgments that may not be immediately lucrative. How the Yegiazaryan v. Smagin ruling of 2023 impacts sovereign debt investing.Our guest’s retort against sovereign debt investing being a predatory, suppressive strategy.  What inspired him to write Undermoney; the scary truth behind the fiction. 

Links Mentioned in Today’s Episode:
Jay Newman 
Jay Newman on LinkedIn
Jay Newman on X
Undermoney 
Elliott Management 
Default: The Landmark Court Battle over Argentina's $100 Billion Debt Restructuring 
Beaufort 
‘22-381 Yegiazaryan v. Smagin (06/22/2023)’ 
‘Peter Clement Returns: The Death of Wagner Leader Yevgeny Prigozhin’
Fordham University School of Law Corporate Law Center

It seems that the very purpose of a corporation, to make money over the long run, has been dashed by incentives to perform quarter after quarter. As the American attention span diminishes while our hunger for instant gratification and constant growth intensifies, how should the law evolve? How should corporations adapt? What is the SEC’s role in reigning it all in? During this episode, we are joined by UCLA Law Professor James Park, a leading expert in securities regulation, public companies, and securities fraud. Join us as we discuss his book, The Valuation Treadmill which delves into familiar case studies, including Xerox, Penn Central, and Apple, to consider how the constant pressure to meet projections causes public companies to commit securities fraud. Touching on the PSLRA, Sarbanes-Oxley, Dodd-Frank, and the concept of real earnings management, we discuss the pressure public companies face to meet earnings projections and the lengths to which they’ll go to keep pace with such projections. Is valuation pressure inevitable in our economy or are there ways around it? Hear James’s ideas, learn more about what drives certain companies to commit securities fraud, and decide whether there’s a way off of this treadmill.
 
Key Points From This Episode:
•The shift that has occurred in keeping with the reduced American attention span.
•Introducing guest James Park, professor, author, and expert.
•His definition of the Valuation Treadmill.
•The utility of forecasting and the related dark side.
•Xerox as a case study.
•Penn Central and the surrounding scandal that caused us to lose faith in managers.
•How the story of Apple’s early products demonstrates the necessity of understanding the risk of investing in tech.
•The PSLRA passed in 1995 and how it offers protection for projections.
•Considering criticisms of the PSLRA and to what extent it was successful. 
•Where Sarbanes-Oxley and Dodd-Frank fit into this conversation.
•The method of real earnings management.
•Why there are bigger losses at stake when misrepresenting the numbers.
•Finding better ways to embrace disclosure.
•The impact executive compensation packages have on securities fraud.
•James’s suggestion that proving a motive is sufficient and why it is controversial.
•Why the duty disclose is only going to get stronger.
  
Links Mentioned in Today’s Episode:
James Park at UCLA
James Park on LinkedIn
The Valuation Treadmill
Diana Henriques on Taming the Street
Fordham University School of Law Corporate Law Center

Insurance is central to our economy and lives, from global catastrophes to athletes’ pitching arms. Unsexy at first blush but completely fascinating upon deeper examination, insurance is an undeniably essential area of the law. Today’s guest has more than three decades of experience in litigating re-insurance and insurance coverage disputes: Michael Goldstein, Senior Counsel at Mound Cotton Wollan & Greengrass. Tune in as we unpack the areas of human life that insurance law touches, climate and digital risks faced by the industry, and the myriad of career paths in insurance law. Touching on the complex world of war exclusions and policies, we also discuss existing legal precedents and the challenges posed by today’s geopolitical instability at home and abroad. Don’t miss this engrossing conversation exploring celebrity insurance, natural disasters, and much more!
 
Key Points From This Episode: 
•The essential role that insurance occupies in our economy and our lives.
•An overview of Michael’s experience in re-insurance and insurance law.
•His introduction to insurance and how he came to understand its pivotal position in our world.
•What re-insurance is and the remarkable size of the industry.
•Differentiating between horizontal and vertical coverage.
•Natural disasters and the impact of climate change on insurance risk.
•Risks posed by AI information (and misinformation).
•Whether or not insurance firms should be taking risks in the current landscape.
•Michael weighs in on the dire climate situation in Florida.
•Insurance for war and geopolitical policies and the war exclusions included in war policies.
•How the courts rule on war exclusions and unrest.
•COVID-19 and the surrounding rulings for this Act of God.
•  The role of insurance giants in the 2008 financial crisis.
•  AIG’s bailout and it’s repayment in full of $182.3 billion in December 2012, leaving taxpayers with a $23 billion profit.
•Insight into insuring athletes and celebrities. 
•Event cancellation insurance and hole-in-one insurance.
•The effect of the number of occurrences on insurance.
•How the insurance industry remains agnostic about political issues.


 
Links Mentioned in Today’s Episode:
Michael Goldstein on LinkedIn
Michael Goldstein at Mound Cotton Wollan & Greengrass
Mound Cotton Wollan & Greengrass
2024 Global Risks Report
Fordham University School of Law Corporate Law Center

Bitcoin is a controversial subject, but it is no secret that it is becoming an incredible opportunity for investment. Today’s guest, Anthony Scaramucci, was one of the earliest supporters of Bitcoin and has had an incredible career in business as an investment fund manager and in politics as former White House communications director. He joins us today to talk about Bitcoin’s big ETF victory. Tuning in, you’ll hear about Anthony’s impressive background, what led him to start buying Bitcoin, how his company, Sky Bridge, is invested in Bitcoin, the huge Bitcoin ETF controversy, and more! We delve into why Bitcoin skeptics might simply need more education before discussing why a “boom/bust” cycle is inevitable in society and the importance of patience in investing. Finally, Anthony tells us what to expect for other coins getting ETF approval and what’s happening with Bitcoin abroad. To hear all this and get motivated to do some Bitcoin research, press play now!
 
Key Points From This Episode:
•Welcoming today’s guest, Anthony Scaramucci.
•Anthony tells us a bit about his background and what led him to work in the White House.
•What made Anthony decide to start buying Bitcoin and his company’s investment in Blackrocks’ Bitcoin ETF.
•The controversy around Bitcoin ETFs in the USA and why the outcome is a victory.
•The DC Circuit Court’s opinion invalidating the SEC’s position on the Bitcoin ETF.
•Anthony encourages listeners to do a deep dive into Bitcoin’s potential.
•Why Bitcoin skeptics simply misunderstand it.
•The inevitability of “boom/bust” cycles in society.
•The importance of patience in investing.
•How Bitcoin has done since the ETF approval.
•Anthony’s prediction about other coins getting ETF approval.
•What’s happening with Bitcoin ETFs all over the world.
 
Links Mentioned in Today’s Episode:
Anthony Scaramucci on LinkedIn
Anthony Scaramucci on X
Anthony Scaramucci on Instagram
Sky Bridge
SALT.org
Fordham University School of Law Corporate Law Center