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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

The Lowell Milken Institute for Business Law and Policy at UCLA School of Law is pleased to announce its second annual Business and Tax Roundtable for Upcoming Professors (“BATRUP”). This in-person Roundtable will take place at UCLA from Monday evening June 1st through Wednesday afternoon June 3rd.  The program will feature commentary by invited senior scholars as well as an opportunity to meet fellow aspiring scholars while enjoying Los Angeles.  We warmly invite scholars preparing for the academic job market to participate.

Roundtable Purpose and Eligibility
The Roundtable is designed to offer mentorship and feedback to aspiring legal scholars who plan to pursue tenure-track positions at law schools. It is open to scholars who hold a JD, master’s degree, or PhD, who have not yet secured a tenure-track law faculty appointment, and who are not yet listed in this academic year’s Faculty Appointments Register. Selected authors must be able to attend the Roundtable in person at UCLA.

We welcome submissions on any topic within business law or tax law. Co-authored papers are eligible provided all authors meet the submission criteria. To ensure the Roundtable’s focus on evolving scholarship, we ask that submitted papers not be published or…

The AALS Section on Securities Regulation is soliciting papers for its Works-in-Progress program at the 2026 AALS Annual Meeting, which will be held from Jan. 6 to Jan. 9, 2026 in New Orleans, Louisiana.

Scholars of all levels of seniority are invited to submit unpublished working papers or extended abstracts on any topic within securities regulation. We are looking to highlight the wide range of exciting work currently being done in our field. We expect to select three to four papers for presentation.

Submissions should be sent by email to Professor Nicole Iannarone (nicole.g.iannarone@drexel.edu) and Professor George S. Georgiev (ggeorgiev@miami.edu) on or before Monday, Sept. 15, 2025. The Section’s Executive Committee will review all submissions and make final selections by Sept. 26, 2025.

We are also excited to preview the Section’s Main Program: “A New Day at the SEC”: Since taking over in April 2025, SEC Chairman Paul Atkins has often repeated that “it is a new day at the SEC.” This motto is reflected in reality. From crypto assets to climate disclosure, administrative procedure to accredited investors, and many regulatory areas in between, the “new” SEC has made substantial changes, often through informal guidance…

As I mentioned in an earlier post, the Nevada Supreme Court has launched an effort to create “Commission to Study the Adjudication of Business Law.” Nevada will hold a hearing on the Petition to create the Commission tomorrow at 3:00 p.m. This is the order explaining how to participate.

The Petition explains that:

The nature and scope of business law cases require specialized knowledge of complex areas of the law and often result in lengthy times to disposition. Rules and procedures specifically focused on business law cases are necessary to efficiently and effectively adjudicate these cases. The proposed rules provide consistent statewide rules defining the scope and procedures for resolving business cases necessary to ensuring consistent and effective adjudication of business cases. Further, the proposed rules mandate the selection of district court judges, experienced in all aspects of business law, to be dedicated solely to the adjudication of business law matters as defined in the proposed rules. A commission to study the area of business law, including reviewing and making recommendations regarding proposed SCR 254, is necessary to advance the training, education, specialization, timeliness, and efficiency of Nevada’s districts in resolving business law cases.

In essence, the Petition does…

Now that two months have passed since the last time I updated this chart, it seemed like a good opportunity to look at what happened in the votes that were still pending.

I also added a separate chart for Texas.

Nevada Running Results

As it stands, Nevada saw 18 firms attempt to shift to Nevada. Only three were unsuccessful. The list below includes 19 firms though because I added the Live Nation split off as something to track and discovered that Netcapital now seeks to shift from Utah to Nevada.

The three that failed seem driven by non-votes. Simply getting shareholders to vote seems to be a consistent problem. Eightco, Revelation Biosciences, and Nuburu all won majorities of the votes cast, but lacked sufficient votes overall.

2025 Nevada Domicile Shifts
 FirmResultNotes
 1.Fidelity National FinancialPass 
 2.MSG SportsPass 
 3.MSG EntertainmentPass 
 4.Jade BiosciencesPassJade merged with Aerovate.
 5.BAIYU HoldingsPassAction by Written Consent
 6.RobloxPass 
 7.Sphere EntertainmentPass 
 8.AMC NetworksPass 
 9.Universal Logistics Holdings, Inc.PassAction by Written Consent
 10.Revelation BiosciencesFail97% of votes cast were for
…

Miami has assembled a strong lineup of papers and presenters for its Law & Finance workshop. If there is a paper you’re interested in, you can register to attend remotely.

We are excited to announce the 2025-26 schedule for the Miami Law & Finance Workshop, set out below. All workshops will be held on zoom on Fridays, from 1pm to 2pm ET. Please use this form to register for the Fall workshops. We will send the draft paper and zoom link to registered participants one week before each workshop. The registration form for the Spring 2026 workshops will be circulated later in the year.   

Please feel free to share this with others who might be interested. We look forward to seeing you soon! 

Warm regards

Nikita Aggarwal, Caroline Bradley, & George Georgiev (workshop co-organizers)

Miami Law & Finance Workshop, 2025-26 

Fall 2025

1. Friday, August 22: William Magnuson (Texas A&M) presenting “The Deep Learning of Hedge Funds.” 

– Howell Jackson (Harvard) discussing.

2. Friday, September 5: Luca Enriques (Bocconi), Matteo Gatti (Rutgers), & Roy Shapira (Reichman) presenting “How the EU Sustainability Due Diligence Directive Could Reshape Corporate America.” 

– Sarah Haan (Brooklyn) discussing.

3. Friday, September 26: …

Although we’re likely in the slow season for these sorts of moves now, I found two recent announcements on EDGAR. Dillard’s announced for Texas and Liberty Media announced a spin out for Liberty Live to Nevada.

Dillard’s DExit

Dillard’s recently announced that it would seek to depart Delaware for Texas. Its proxy notes that had began to consider options in response to “certain high-profile litigation outcomes in Delaware that involved companies with ‘controlling stockholders’ ​. . . such as the Company.” It also took into account recent state initiatives and local contacts.

Dillard’s launched a special committee to look at the issue and charged it “to consider whether the Company should remain incorporated in Delaware or reincorporate in either Nevada or Texas.” The special committee hired its own counsel, Vinson & Elkins LLP. Dillard’s was represented by Haynes and Boone, LLP. For Delaware law, the special committee consulted with Young Conaway Stargatt & Taylor, LLP.

Regrettably, I was not able to identify whether the special committee hired Nevada counsel. Vinson & Elkins has three different offices in Texas, but doesn’t have on in Nevada yet. It may be that they obtained advice from a Nevada firm, but the firm just…

Yesterday, the Delaware Supreme Court released its opinion in Wong v. Amazon. A copy of the decision is here.

A stockholder sent a letter to Amazon, demanding to inspect books and records under Delaware’s Section 220. The stockholder’s stated purpose was to investigate Amazon’s possible wrongdoing and mismanagement by engaging in anticompetitive activities.

The request kicked of an extended legal battle. A Magistrate conducted a one-day trial that led to a report siding with Amazon that the the stockholder had not alleged a “credible basis” to infer possible wrongdoing by Amazon. The stockholder took exception. A Vice Chancellor also sided with Amazon, but on a different basis–finding that the stockholder’s purposes was overbroad, “facially improper,” and not lucid. The stockholder appealed and the Delaware Supreme Court reversed.

Under Delaware law, investigating corporate wrongdoing is a legitimate purpose, but stockholders must present “some evidence to suggest a credible basis from which a court can infer that mismanagement, waste or wrongdoing may have occurred.” The Supreme Court found that the Vice Chancellor had erred in its interpretation of the scope of the stockholder’s purpose and should have engaged “with the evidence presented by the [stockholder].”

On the evidentiary front, the…

We are writing today to inform you that Glass Lewis has made the difficult decision to initiate legal action against the Attorney General of Texas. In this letter, we explain the reasons why we are pursuing this legal path to protect our business and, by extension, our clients and the proxy voting industry, as a whole.

Over the last several months, Glass Lewis and other proxy advisors have been targeted by a variety of political detractors and corporate executives critical of our business model and the role we play in supporting institutional shareholders in carrying out their proxy voting responsibilities.

In fact, three states attorneys general have opened inquiries into supposed consumer fraud

…

Nevada’s trial-level business courts are not as heavily observed as the Delaware Court of Chancery. Our in-state ecosystem does lacks anything quite like The Chancery Daily. But we do have Our Nevada Judges which has a broader focus.

With that in mind, I wanted to highlight a very recent Nevada Business Court decision from Judge Gall that considers whether the business judgment rule applies in the limited liability company context.

Nevada limited liability companies are governed by Chapter 86 of the Nevada Revised Statutes. Unlike Chapter 78, which governs corporations, there is no statutory business judgment rule. So what does this mean for limited liability companies? Should their management get business judgment rule protection?

Judge Gall faced a dispute where one party argued that the corporation statute’s business judgment rule and exculpation provisions should apply and the other party argued that because the operating agreement did not specifically set out a business judgment rule, that there should be no business judgment rule.

The Court found that “by adopting fiduciary duties . . . the members incorporated the business judgment rule to assess whether they breached those duties.” After reviewing some literature on the subject, the Court reasoned that when…