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Benjamin P. Edwards

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Benjamin Edwards joined the faculty of the William S. Boyd School of Law in 2017. He researches and writes about business and securities law, corporate governance, arbitration, and consumer protection.

Prior to teaching, Professor Edwards practiced as a securities litigator in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP. At Skadden, he represented clients in complex civil litigation, including securities class actions arising out of the Madoff Ponzi scheme and litigation arising out of the 2008 financial crisis. Read More

Stacie Strong recently posted Pro Bono Publico Versus Pro Bono Presidential on SSRN. It’s a look at the propriety of agreements to perform pro bono work to escape punitive executive orders against law firms. This is how the abstract describes it:

This Essay considers the propriety of these pro bono agreements from several perspectives. First, this Essay considers the voluntary nature of pro bono and examines the propriety of the executive branch coercing private lawyers to accede to particular pro bono obligations. Second, this Essay discusses the nature of pro bono activities as a means of assisting indigent individuals and considers whether presidential efforts to direct how private law firms fulfill their pro bono obligations constitute an improper privatization of the executive branch’s policy goals, particularly given presidential cuts to and curtailment of conventional public means of fulfilling those policy goals. Third, this Essay considers whether and to what extent the executive orders and settlement agreements discussed herein violate hard or soft principles of international law. The Essay concludes with brief suggestions about how to proceed going forward.

My initial reaction to these orders was to wonder whether services performed as consideration for a settlement even qualify as pro bono. …

We invite submissions of paper abstracts for the Fall series of the Miami Law & Finance Workshop. The workshop will take place online on Fridays from 1pm to 2pm EST. We welcome papers on all finance-related topics, including corporate law and finance.

Abstracts should be sent to the workshop co-organizers nikita.aggarwal@miami.edu,cbradley@law.miami.edu and ggeorgiev@miami.edu no later than Friday July 18th, 2025, with the following information:
– Name of author(s)
– Affiliation
– Summary of paper’s main thesis, contribution to the prior literature, and methods employed (Abstract length: 500-1000 words max).

We will notify selected authors by July 25th. Note that selected authors must be ready to send a complete draft of their paper to us at least one week before the scheduled date of the workshop, which we will circulate to the discussant and registered workshop participants.

Proxy votes have begun to come in at this point and we’ve got some early results on the reincorporation front. (Some earlier posts on this topic are available here, here, and here.)

Overall Status

I broke down and just created a chart for 2025 attempts to shift to Nevada. I had previously only been tracking attempts to move after SB21 in Delaware.

2025 Nevada Domicile Shifts
 FirmResultNotes
 1Fidelity National FinancialPass 
 2MSG SportsPass 
 3MSG EntertainmentPass 
 4Jade BiosciencesPassJade merged with Aerovate.
 5BAIYU HoldingsPassAction by Written Consent
 6RobloxPass 
 7Sphere EntertainmentPass 
 8AMC NetworksPass 
 9Universal Logistics Holdings, Inc.PassAction by Written Consent
 10Revelation BiosciencesFail97% of votes cast were for moving.  There “were 1,089,301 broker non-votes regarding this proposal”
 11Eightco HoldingsFailVotes were 608,460 in favor and 39,040 against with 763,342 broker non-votes.
 12DropBoxPassAction by Written Consent
 13Forward IndustriesPendingThis is New York to Nevada.
 14NuburuPending 
 15Xoma RoyaltyPass 
 16Tempus AIPass 
 17AffirmPending 

There is…

Earlier tonight, the Nevada Senate voted unanimously to pass AB239, introduced by Nevada Assemblymember Joe Dalia. The legislation was put forward by the Nevada State Bar’s Business Law Section. The State Bar’s explanatory memorandum summarizes the changes. Although it has not yet been signed by Governor Lombardo, I expect that it’s legislation he’ll be happy to sign.

I’ll cover three changes here: (1) jury-trial waivers; (2) controlling stockholder duties; and (3) merger approvals.

Bench Trial Elections

This is how the Nevada Business Law Section explained the change:

The proposed amendments to NRS 78.046 are designed to address the ability of a corporation to waive jury trials with respect to “internal actions” (as defined by NRS 78.046(4)(c)). In other words, the corporation can essentially require that such actions be heard only before a judge rather than before a jury. This amendment is aimed at providing additional predictability with respect to the resolution of internal actions, and will also give some comfort to companies considering a move to Nevada, since jury trials are unavailable for cases heard in the Delaware Court of Chancery.

One of Delaware’s advantages has been that Chancery only has bench trials. The possibility…

  1. On December 3, 2024, ahead of its December 4, 2024 investor conference in New York City, UnitedHealth introduced its 2024 outlook. The guidance included net earnings of $28.15 to $28.65 per share and adjusted net earnings of $29.50 to $30.00 per share.
  2. This guidance was materially false and misleading at the time it was issued because it omitted how the Company would have to adjust its strategy (which resulted in heightened denials compared to industry competitors) because of scrutiny from the United States Senate, as well as public scrutiny. Because of the change in strategy, the Company was
    deliberately reckless in issuing the 2025 guidance as it related to net and adjusted earnings per share.
  3. On January 16, 2025, subsequent to Mr. Thompson’s murder, the Company
    announced
…

There are a number of reasons why Delaware is an attractive state for the incorporation of the Company and why the Redomicile is in the interests of our stockholders. For many years, Delaware has followed a policy of encouraging incorporation in that state. To advance that policy, Delaware has adopted comprehensive, modern and flexible corporate laws that are updated and revised periodically to meet changing business needs. As a result, many major corporations have initially chosen Delaware for their domicile or have subsequently reincorporated in Delaware. Delaware courts have developed considerable expertise in dealing with corporate issues. In doing so, Delaware courts have created a substantial body of case law construing Delaware law and establishing public policies with respect to Delaware corporations. Our Board believes that this environment provides greater predictability with respect to corporate legal affairs and allows a corporation to be managed more efficiently.

The procedures and degree of stockholder approval required for Delaware corporations for the authorization of additional shares of stock, and for approval of certain

…

From these discussions, we understand that there is a desire to preserve, after the Redomestication, certain stockholder rights that are currently in our current Fifth Amended and Restated Certificate of Incorporation (the Delaware Charter). Since the Board of Directors continues to believe there are many important reasons the Redomestication is advisable and in the best interests of the Company and its stockholders, we have updated the proposed Nevada Charter to preserve certain stockholder rights under our Delaware Charter within the statutory

…