Professor Kish Parella at Washington & Lee School of Law announces the 2026–2027 lineup for the International Business Transactions Virtual Seminar Series, this year organized around the theme “Asia at the Center of Global Business.”

The series brings together scholars working on contemporary issues in international business transactions, corporate governance, finance, regulation, and private ordering, with a particular focus this year on developments in and involving Asia. The seminars are virtual and scheduled to facilitate participation across Asia, Australia, and the United States.

The 2026–2027 Schedule:

September — Umakanth Varottil (National University of Singapore): “Flipping Companies”

October — Virginia Harper Ho (City University of Hong Kong): “Regulatory Partitioning, Corporate Veil-Peeking, and the (Un)bounding of Chinese Firms”

November — Gen Goto (The University of Tokyo): “Corporate Scandals in Japan”

January — Lin Lin (National University of Singapore): “Artificial Intelligence in China’s Banking Sector: Promises, Perils, and Regulation”

February — Ruoying Chen (Australian National University): “Law and Finance of Local Special Development-Purpose Vehicles: Australia, China and Beyond”

March — Giuliano Castellano (The University of Hong Kong): “Getting Credit Across Borders: How Legal Reform Templates Travel—and Why Results Diverge”

April — Ernest Lim (National University of Singapore): “Directors’ Duties and Climate Change”…

This week’s blog post is a plug: I had the pleasure of participating in the Irving L. Goldberg Symposium at SMU earlier this year, and this Essay was the result, forthcoming in the SMU Law Review and now posted to SSRN:

Anti-Woke Corporate Governance

In the modern era, corporate law has not been viewed as particularly partisan.  To some extent, this is likely due to the fact that Delaware, the dominant state for the generation of corporate law, has built nonpartisanship into its corporate law design.  Recently, however, Texas has begun to position itself as a competitor to Delaware by offering an explicitly conservative corporate governance platform.  The approach has had some success, drawing big name companies to the state such as Exxon, Dell Technologies, and Coinbase.  This Essay, written for SMU’s Irving L. Goldberg Symposium: Welcome to Y’all Street: Texas Corporations and Texas Shareholders, will discuss the background and nature of Texas’s strategy, as well as the risks and benefits of red state/blue state corporate governance, both to corporations and to the corporate chartering system in general.

So, that’s available for your reading pleasure.

And another thing. The Shareholder Primacy podcast is back! This week, me…

Here’s a scenario: Plaintiffs purchase a Simple Agreement for Future Equity (SAFE) in an AI startup. SAFEs are a contractual arrangement where the startup receives a certain amount of financing from the investor, but the parties do not determine exactly how much equity is being purchased at that time. Later, after the startup receives investment from someone else that prices the equity, the original investor’s contract is converted into equity on similar (or slightly improved) terms from the later investor. It allows the original investor to make a fast investment without engaging in the very difficult task of valuing an early stage company; the later investor does that, when more information is available. But SAFEs are risky because they remain outstanding, with no obligation by the issuer to the investor, until another round of financing comes along, and that round may never come.

So if you purchase a SAFE based on what you come to believe is fraudulent information, and you bring a subsequent Section 10(b) claim, how do you establish losses attributable to the fraud?

That was the problem in Lifevoxel Virginia SPV v. Lifevoxel.AI (hey, look, bonus SPV!). The Ninth Circuit, in an unpublished opinion, held that it…

Before I get started on the meat of this week’s post, I just want to take a brief moment to say I am honored and delighted that, at the Journal of Corporation Law’s invitation, Steve Bainbridge wrote a response to my paper, The Legitimation of Shareholder Primacy.

Steve’s response, which you can find on SSRN here, is not so much as a rebuttal as it is a complement.  (He also has a couple of shorter blog posts, here and here.) I approach the recent controversies in corporate law – and DExit in particular – as arising out of an ongoing need among corporate actors to legitimate the power that corporations wield and the legal system that sustains that power; Steve approaches the matter through an interest group lens.  He characterizes Delaware lawmaking as an exercise in balancing the different interests of the legislature, bar, and judiciary, and analyzes the recent contretemps from that vantagepoint.  As he explains, our different takes are not mutually exclusive, and I think he is exactly right in terms of the delicate balancing act that the different Delaware actors must perform.  If I have anything to add, it’s only this: Steve recognizes that these three actors are all involved in the mutually-beneficial project of enhancing Delaware’s franchise, but also puts their specific interests at odds.  I tend to view the problem as more short-term/long-term; choices that immediately retain incorporations – like hasty legislation – may do longer term reputational damage, and hobble production of the cases Delaware needs to keep its law relevant. It’s not an easy problem to solve.

Moving on –

I am in no way a contracts expert but every now and then I kind of marvel at the contract catastrophes that come out of Delaware, and recently there were three doozys.  With the caveat that, as not-a-contracts-professor, I am not at all familiar with the background caselaw so any commentary of mine is just gut reaction, here we go.

And – whoops this got long, under the cut it goes.

As most readers are aware, in 1995, Congress passed the Private Securities Litigation Reform Act (PSLRA), which, among other things, sought to eliminate a perceived “race to the courthouse” whereby plaintiffs’ attorneys rushed to file complaints the moment a company’s stock price dropped, in hopes that the first filer would take control of a class action.  Now, if multiple plaintiffs and counsel seek to control a securities class action, the court makes a determination of the “most adequate” plaintiff, which presumably eliminates incentives to file early (although now that I think about it, I would have thought “adequate” is not a word that can be qualified; it’s like “perfect circle,” it either is or it isn’t. But I digress).

All that’s fine; but, just to get this process started, plaintiffs (and their counsel) still have to file complaints.  Can’t have a lead plaintiff determination until there’s, you know, an actual case on the docket. And because the mere filing of a complaint doesn’t guarantee appointment as lead – with the fees that follow – plaintiffs (and their counsel), have little incentive to put a lot of effort into those initial complaints, which are more like placeholders until the cases…

Is, I believe, proposing to vote all uninstructed shares to mirror vote with the voting shares? Which I believe means that in situations that require a majority of all outstanding shares to vote in favor – mergers, charter amendments, and the like – nonvotes would no longer be “no” votes, and a majority of voting shares would be able to swing it.

https://www.txse.com/filings/sr-txse-2026-008.pdf

We just got our first decision about directors’ duties in the sale context of a public benefit corporation (PBC); I’m not even aware of any other cases about directors’ PBC duties at all, though I wouldn’t swear there aren’t any.

Honestly at the end of the day it largely comes down to, absent allegations of self-interest, no claims are going to succeed, but let’s unpack the decision anyway, because it raises interesting questions for other contexts.

MPower Financing is a privately-held PBC that issues student loans.  Two of its own major lenders held 25% of the company’s stock, and one had rights to designate two board members.

The company was in urgent need of financing, and the lenders proposed to provide it, in exchange for the ability to convert the existing loans into stock, which would result in the lenders owning 85% of the company at a significant discount to the prior round of financing (four years earlier).  The other stockholders urged the company to seek a shareholder vote to approve the transaction, and also offered an alternative proposal; the CEO and at least one director agreed the transaction should be subject to stockholder approval.  But the board refused, and…